• 1 1/3 bag butter-flavored microwave popcorn
  NOTE: You may use up to 2 full bags of popcorn, especially if you have excess liquid on your baking sheets.
• 1 cup granulated sugar
• 4 Tbs. butter
• 1/2 cup water
• 1/2 tsp. salt
• 1/4 tsp. baking soda
• 1/2 tsp. vanilla
• food coloring (optional)

Pop the popcorn and spread onto 1 large or 2 small baking sheets. Remove any unpopped kernals. Set your oven temp. to warm (or the lowest setting), and place the popcorn in the oven. Keeping it warm will allow the caramel to stick more easily.

Over medium heat, cook butter, sugar, water, salt, and food coloring (if desired) until boiling.

When mixture boils, stop stirring. Cook for 5 minutes.

Stir in baking soda and vanilla.

Remove popcorn from oven; pour mixture over popcorn, and gently stir to coat. Put popcorn back into oven -- raise temp. to 300 degrees F. Bake for 15 minutes. Stir again, and bake for another 5 minutes.