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Pop two LARGE bowls of popcorn (if it ends up being too much, just keep some out.)
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In a saucepan, melt the butter.
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Add the brown sugar and syrup. Stir constantly over medium heat until the sauce reaches the "soft ball" stage on your candy thermometer.
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Remove from heat and add the sweetened condensed milk and vanilla. Stir.
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Pour over the bowls of popcorn.