Yummy soft caramel popcorn! 1 C. Brown Sugar, 1 cube butter, 1 C. light Karo syrup, 1 can sweetened condensed milk. Melt all the ingredients in a saucepan over medium-low heat. Once caramel is boiling cook for approximately two minutes stirring constantly. Pour over popcorn immediately (this recipe will cover three bags of popcorn thoroughly).