In a large saucepan over medium-high heat, cook bacon until crisp, about 10 minutes. Drain on paper towels.
Remove most of the bacon grease, leaving about 1 Tbs. in pan. Add onions and pepper, and sauté over medium until soft, about 5 minutes. Add the flour and sauté for 3 minutes. Add broth, potatoes, corn, and reserved bacon.
Cover and simmer for 15 minutes, or until potatoes are cooked. Add salt and half-and-half, and heat through. Serve topped with popcorn.