Preheat the oven to 250 degrees Fahrenheit. And spray two cookie sheets with nonstick spray.
Pop your popcorn kernels using an air popper or microwave, or stove top.
Add the butter to a large sauce and melt it over medium heat.
Add in the brown sugar, corn syrup, and salt and stir to combine it all together, and let the sugar melt.
Bring the mixture to a boil, then set a timer for 5 minutes and let it cook for 5 minutes without stirring. (You can check the temperature with a candy thermometer and have it reach 234- 235F.
Add the baking soda and vanilla extract to the caramel and stir it together.
Pour the caramel over the top of the popped corn in a large bowl (or two) and stir it all together to coat.
Pour the caramel popcorn over the baking sheet and spread it out evenly.
Bake the popcorn for 30 minutes, stirring every 10 minutes. Remove the popcorn from the oven and let it cool on the pan.
Place the white chocolate chips in a small microwavable bowl and melt in the microwave at half power for 60 seconds, then in additional 20 second increments (at half power) stirring it as much as you can in between each section, until you can stir it smooth.
Add the melted chocolate to a ziplock bag and znip the corner off with scissors and drizzle it over the top of the popcorn evenly.
Repeat with the chocolate chips. Let the popcorn sit until the chocolate is set.
Break the popcorn pieces and store in ziplock bags for up to 1 week.