Take the popped popcorn and place it into the clean paper grocery sack.

In your microwavable container, add the butter, brown sugar and corn syrup.

Microwave this mix on high for 3-5 minutes, stopping at the 2 minute 30 second mark and stirring.  Place back in the microwave and complete the rest of the time.

Remove the container from the microwave and add in the baking soda. Stir.

Let the mix sit for about 10 seconds, you will see it rise in the container (it's so fluffy!).

Pour immediately into the paper sack over the popcorn.

Close the sack and shake to mix the caramel over the popcorn.

If needed take a spatula and move the popcorn around the bag, close and shake again.

Pour the caramel corn out onto the baking sheet and allow to cool.

Store in a very large zip top bag, or about a 32 cup bowl with a top.  Perfect for Halloween parties or when the kids have friends over..or just because you want caramel popcorn