2In a 2 quart pan add butter, brown suger and karo syrup and cook until it starts to boil stirring constantly. Remove from the heat and add the baking soda... Be careful because this will start to foam up. Pour over the popcorn in the pan and stir until all is coated.
3Bake in a 250 degree oven for 45-50 minutes stirring every 15 minutes.
Remove and pour unto wax paper and break apart as it cools.