1

Preheat oven to 250 degrees F. Place popped popcorn in a large roasting pan and set aside.

2

In a 2 quart saucepan over medium heat, heat sugar, corn syrup and butter until boiling, stirring constantly, until sugar is completely dissolved. Remove from heat.

3

Stir in chocolate and vanilla and mix until chocolate is melted. Pour hot mixture over the popcorn, stirring to coat well.

4

Bake popcorn for one hour, stirring occasionally. Remove from oven and spoon popcorn onto waxed paper to cool, stirring occasionally to separate.

5

Store in tightly covered container.