3/4 Cups unpopped Popcorn Kernels (or a package of microwave popcorn)

1/2 Cup Butter or Margarine

1 Cup Brown Sugar

1/4 Cup Corn Syrup

1/4 tsp Baking Soda

1/2 tsp Vanilla

OPTION: Nuts such as almonds, peanuts, walnut pieces, or whatever you like


Large mixing bowl (or two)

Air popper (or you can stove-pop the corn) OR microwave for packaged popcorn

2 medium size baking pans (preferably ones with some depth because the popcorn will need to be stirred in them)



Preheat the oven to 250°F. Yes that's TWO hundred and fifty degrees, not three.

Pop the popcorn. Either method (microwave, stove, or air) is fine but make sure you don't have any kernels mixed in with the final product. After popping put the popped corn into a separate bowl and leave out the leftover kernels.

Melt the margarine, sugar, and syrup in a medium sized pot on the stove over medium heat. Bring to a boil

Boil the mixture without stirring for about five minutes, and remove from heat.

Add the vanilla and baking soda. The mixture should start to look frothy and smell like heaven. Don't be tempted to sample it though, it's extremely hot.

1. You'll likely have too much popcorn to stir it all up at once, so do it in sections. A bit of the popcorn with some sauce, mix it up (like rice krispie squares) and dump into the baking pan. Then repeat until it's all coated.

    You'll probably feel like you don't have enough sauce, but trust me, it WILL work! Just be moderate with the sauce and you'll have plenty to go around.

When all the popcorn is deliciously coated and in the baking pan(s), put them in the oven and bake at 250°F for about an hour, stirring every 10-15 minutes.

The longer you bake the popcorn, the lighter and crispier it gets. Sample some each time you stir it, and remove when you feel it's done.

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