Serves 24 people

• 16 cups popped popcorn
• 5 cups mini pretzels
• 2 cups brown sugar––firmly packed
• 1 cup butter or margarine
• 1/2 cup dark corn syrup
• 1/2 teaspoon salt
• 1/2 teaspoon baking soda
• 1 cup salted peanuts
• 2 cups favorite candy––candy corn, chocolate mints, chocolate covered raisins, peanuts, M&M's, whatever you want...

Heat oven to 200. In large roasting pan combine popcorn and pretzels. In 2 quart saucepan, combine brown sugar, butter, corn syrup, and salt. Cook over medium heat, stiriing occassionaly, until mix comes to a boil (12-14 minutes). Continue cooking, stirring occassionally, until candy thermometer reads 238` or small amount of mix dropped in ice water forms a soft ball (4-6 minutes). Remove from heat; stir in baking soda. Pour over popcorn mixture; sprinkle peanuts over coating. Stir until popcorn is coated.

Bake for 20 minutes; stir. Continue baking for 25 minutes. Remove from oven; stir in candy. Immediately place caramel corn on waxed paper; cool completely.

Break into pieces. Store in tightly covered container.

Makes 24 cups.