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Pop just under a cup of popcorn without oil.
Scoop out all the popcorn and leave the unpopped kernels.
In a saucepan, combine 2 sticks of butter, 2 cups of brown sugar, ½ cup of dark corn syrup, and ½ teaspoon of salt.
Boil the mixture on medium high for about five minutes.
Add 1 teaspoon of baking soda to the caramel mixture.
Immediately pour the caramel over the popcorn in about three steps, mixing until every kernel is covered.
Spread the caramel popcorn on a baking sheet and bake in the oven at 450 degrees for an hour.
Every 15 minutes, take it out and break up all the pieces to prevent it from becoming one big clump.
Wait until it cools down and crunch up