Start by popping your popcorn, and removing any unpopped kernels. Set the popped popcorn aside.

In a large pot, melt your butter over a high heat and stir in the sugar, corn syrup and salt.

Bring the mixture to a boil, stirring constantly, and boil for 5 min. without stirring.

Take off the heat and stir in the vanilla and baking soda. Take care, it will foam up when the baking soda is added.

Add the popcorn to the caramel sauce and stir until the popcorn is completely covered.

Pour mixture onto a baking sheet lined with parchment paper, and sprayed with non-stick cooking spray.

Bake at 250 for 75 min. stirring every 15 min.

Continue to stir and break up the caramel popcorn clusters as it cools after baking for the best results, so that it doesn't stick together as it cools.

Store in an airtight container at room temperature.