Preheat oven to 250 degrees F. Place popcorn in a large, shallow non-stick roasting pan.
In a heavy saucepan, mix sugar, butter, and corn syrup.
Stir over medium heat until boiling; continue boiling for 5 minutes without stirring.
Remove from heat, then add vanilla and baking soda.
Immediately pour over popcorn and stir to coat.
Bake in preheated oven for 1 hour, stirring several times (the stirring is key because the caramel will keep settling on the bottom and you need to scoop it up and stir it back into the popcorn).
Cool, break apart and store in a tightly sealed container.