Mom's Soft Caramel Popcorn

Whether she'll admit it or not, my mom is a Fantastic cook!  She not only made dinners that I now do for my family, but she had a way of making things her own.  One of my all time favorite snacks that she makes, is Soft Caramel Corn.  Oh. my. goodness.  I used to sneak into the kitchen when she wasn't looking a grab a whole handful of this yummy goodness.  I love making this for a good Saturday or Sunday afternoon snack! ENJOY!

SOFT CARAMEL POPCORN

2 cups lightly packed brown sugar

1 can Eagle Brand Sweet and Condensed Milk

1/2 cup butter

1 cup light Karo syrup

1 tsp. vanilla

1- 2 gallons of popped popcorn.  It's best if you DO NOT use microwave popcorn. 

Pop popcorn and remove and discard unpopped kernels.  Place in a large plastic bowl and set aside. 

Combine all ingredients above, minus the popcorn, in a large saucepan and bring to a boil on medium heat.  Stir continuously until it reaches the soft ball stage in cold water or on a candy thermometer. DO NOT OVERCOOK!  Remove from heat and add vanilla.  Quickly stir in the vanilla and pour over popcorn.   Spread it out on wax paper or a cookie sheet.  Serve and turn on a good movie!