1Pop popcorn. It will take 20 to 24 cups of popcorn for the recipe, depending on how well covered you like your corn. It can be air popped, but I have found that three bags of the Orville Redenbacher gourmet white corn works well. I pour it into the bowl and skim off the good popcorn from the un-popped kernels.
2Butter two cookie sheets.
3Combine in medium saucepan brown sugar, corn syrup, and butter. Over medium heat bring to a soft boil, stirring together frequently. I find it helpful to cut up the butter to incorporate it more easily.
5Insert candy thermometer and cook stirring almost constantly and boiling softly over medium heat to the soft ball stage (235 to 240 degrees at sea level)
6Pour caramel over popped corn. Make sure you use a large bowl and stir until corn is covered.
7Pour out onto greased cookie sheets and spread out evenly. This is the easiest way to do it. If you want to after set you can cut it out and store it between layers of waxed paper in an airtight container.
8Be sure to eat some while it is still warm. It's wonderful.