Start by preheating your oven to 250 degrees and lining a baking sheet with foil.
Combine the brown sugar, honey, and butter in a large measuring cup. Heat in the microwave for 30 seconds. Stir and heat for two minutes more. Stir again and return to the microwave for the final two minutes of heating. Slowly mix in the vanilla and baking soda.
Place the popcorn into a large bowl. Drizzle the caramel over the top and toss to coat. Spread onto your baking sheet.
Cook for 30 minutes stirring once halfway through. Cool and enjoy!