Preheat oven to 250°. Spray a large baking sheet with sides with cooking spray or two smaller baking sheets with sides.

Pop popcorn. (I use an air popper and it takes just a few minutes.) It should yield around 10 cups. Pour the popcorn onto the baking sheet. Pick out any uppopped kernals of corn and discard.

In a medium pan bring to a boil the brown sugar and buttery spread over medium heat. Stir constantly. Once it comes to a boil stop stirring and boil for 5 minutes. Watch to make sure it doesn’t boil over.

Turn off heat and stir in vanilla, salt, and baking soda. Stir for about 30 seconds. This is when it gets all beautiful and fluffy.

Pour the caramel sauce over the popcorn and then stir it around until most all of it is covered. Bake for 15 minutes and then remove from oven and give it another good stir making sure all of the popcorn is covered with sauce. Bake for 15 more minutes.

Place a large piece of parchment paper on the countertop and pour the baked caramel corn onto it. Spread it out with and let it cool.

Can be served as soon as cool to touch or completely cool.

Store any leftovers for 3-5 days in a sealed container.