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Prep the Popcorn: Pop your plain popcorn and place 16 cups into a large, clean brown paper grocery bag. A lunch-size bag is too small.
Make the Sauce: In a large microwave-safe bowl (like Pyrex), combine the butter, brown sugar, corn syrup, and salt. Microwave on high for 2 to 3 minutes, stopping to stir every minute until the mixture starts to bubble.
Add Foaming Agent: Carefully remove the hot bowl from the microwave. Stir in the baking soda and vanilla extract. The mixture will foam up significantly.
Combine: Pour the hot caramel mixture directly over the popcorn inside the brown paper bag. Roll the top of the bag closed and shake it well to coat the popcorn.
Microwave and Shake: Place the rolled-closed bag into the microwave. Microwave on high for 1½ minutes, take the bag out to shake it vigorously, and then microwave for another 1½ minutes.
Cool: Pour the hot caramel corn out onto a piece of waxed paper or a greased baking sheet. Separate any large clumps with a spoon or your hands, and let it cool for 3 to 5 minutes until the coating hardens.