For caramel, in a heavy medium saucepan, melt 3 tablespoons of the butter over medium heat. Stir in brown sugar and honey. Cook and stir until boiling. Reduce heat slightly but continue to allow mixture to boil at a moderate, steady rate without stirring for 3 minutes. Remove saucepan from heat; stir in vanilla and baking soda. Slowly pour caramel over 9 cups of the popped corn in one of the bowls. Stir gently to coat. Transfer mixture to one of the prepared baking dishes.