• You will also need: 2 Large Baking Sheets, Parchment Paper, Extra Large Bowl, Rubber Spatula
• Position the racks in the upper and middle thirds of the oven and preheat to 275°F.
• Line two large baking sheets with parchment paper.

Make the popcorn

• Place the oil, kernels and salt in a large, heavy bottom pot over medium-high heat. Cover the pot. Give it a quick shake frequently. When they begin to pop, shake the pot quickly and frequently to prevent burning on the bottom.
• Once there is constant and vigorous popping turn the burner off but keep the pot on it. When the popping slows to 1-2 seconds between pops, remove the pot from the burner and move it to a cold one. Uncover immediately.

Make the caramel

• Melt the butter in a medium saucepan over medium heat. Add in the brown sugar, water and vanilla, stir to combine.
• Cook the brown sugar mixture, stirring frequently with a fork or whisk for 5 minutes. When it begins to simmer stir it constantly. Do not leave the caramel unattended it can boil over. Remove saucepan from the heat.

Coat with the caramel

• Add the popcorn to a large, heat-proof bowl. Use a bowl that’s large enough to fit all of it and stir without spilling.
• Slowly and carefully add the caramel sauce to the popcorn while folding, tossing and stirring gently with a rubber spatula.
• Stir gently to break as little of the pieces as possible. Continue to fold/toss/stir until the popcorn is coated with the caramel.
• Divide the caramel corn between the two baking sheets.
• Spread it as best as possible into one layer; be gentle to not break the pieces.

Bake the caramel corn

• Bake for 1 hour total, stirring every 15 minutes and rotating the pans (top to bottom, bottom to pot) halfway through the cooking time.
• After 1 hour, turn off the oven and crack the door open a little bit. Let it sit in the oven for 5-10 minutes. The popcorn should be completely dry and have a crunchy exterior, if not, leave it in the warm oven to continue drying.
• Remove the pans from the oven, stir and allow it to cool completely. Serve and enjoy.