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Pop your popcorn and seperate into two large bowls. Set aside.
In a sauce pan, bring the butter, brown sugar and corn syrup to a boil. Boil for 2 minutes.
Remove from heat, stir in the sweetened condensed milk and vanilla.
Pour over popped popcorn, and stir to evenly coat.
Pour popcorn out onto parchment lined cookie sheets and allow the caramel popcorn to cool.