1 cup Un-popped Popcorn

2 sticks Butter

1 box Dark Brown Sugar

½ cup Dark Karo Syrup

1 tsp. Butter Flavoring

1 tsp. Baking Soda

Pop popcorn and put in big pot.

Make a well in center of popcorn to pour caramel in.

In a large frying pan, melt butter, brown sugar and karo syrup. Once melted bring to steady boil for 5 minutes, stirring constantly. After 5 minutes remove from heat and add butter flavoring and baking soda.(It is easier if you already have these measured out so you can pour each one in quickly)

As you begin to stir quickly, it foams up. Make sure it is all mixed in, but be careful as it is EXTREMELY hot!!! Once mixed in, pour in well of popcorn. STIR, STIR, STIR.

Once all coated, put on 2 cookie sheets spread out. Bake at 225 degrees for 1 hour, stirrimg every 20 minutes.

Let cool and put in airtight baggies or containers.