Pop the kernels in an air popper and remove any kernels that did not pop. Place popcorn in a very large bowl, big enough to stir popcorn.
In a medium skillet, combine butter, honey, brown sugar and salt.
Over medium heat, bring caramel to a boil and boil for 5 minutes, gently whisking the whole time.
Remove from heat and quickly whisk in baking soda.
Pour caramel over popcorn and stir to evenly coat as best you can.
Spread popcorn onto two greased rimmed sheet pans.
Bake the popcorn for 45 minutes stirring and rotating pans every 15 minutes. Fold the popcorn with a rubber spatula and rotate pans by switching between racks to ensure even baking.
Stir popcorn one last time and spread into even single layer and let caramel corn cool.