Place the popcorn in a very large mixing bowl, taking care to fish out any unpopped kernels.

Line a large, rimmed baking sheet with parchment paper and preheat the oven to 250°F.

In a small saucepan, combine the sugar, butter, honey, and water. Bring to a boil and cook until a candy thermometer reads 250°F.

Remove the caramel from the stove and whisk in the baking soda and vanilla extract (the syrup will sputter and splash a little when you add these ingredients. Take care).

Using a flexible, heatproof spatula, scrape all the caramel out of the pan and over the popcorn. Then stir the caramel into the corn, so that each kernel has some coverage. Finally, stir in the flaky salt.

Place the coated popcorn on the prepared baking sheet in as even a layer as you can get.

Bake the corn for 45-60 minutes, until the air in your kitchen smells like toasted butter and sugar, and the caramel has darkened ever so slightly.

Remove the pan from the oven and let the corn cool.

Once it is cool enough to touch, break it into clumps and funnel it into airtight storage containers of your choice (jars, bags, tins, etc.).

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