Gather all of your ingredients. Take a plastic bag with some butter on it to grease two large bowls. One for the popped popcorn and another bowl for the corn puffs.

Bring the brown sugar and corn syrup to a boil.

Stir constantly and add the butter pieces and sweetened condensed milk.

Continue stirring constantly over medium heat. Cook until you can get the mixture to form into a semi-firm ball. To test out the texture, drop some caramel in a cup of cold water and if it can be made into a semi-firm ball...it's ready.

This makes a lot of caramel so you can make a large batch of caramel popcorn. I like to buy already-popped popcorn at Harmon's grocery store, or a similar grocery store. The corn puffs package I used today is called "Corn Puffs" from a company called Clover Club (not the cereal corn pops) and a package of buttered popped popcorn. Put the popped popcorn and/or corn puffs in a very large greased/buttered bowl so you are ready to stir the caramel over the 1 pound of popcorn very quickly. You can add peanuts, pecans, and almonds for a unique flavor. Enjoy!