Pop 8 cups of popcorn using a popcorn maker or stovetop popcorn method, remove any unpopped kernels. Place the plain popcorn and nuts on a parchment paper lined 17 x 12 x 2″ cookie sheet. Keep popcorn and nuts warm in a 300 degree oven while making the caramel.

For the caramel. Butter the sides of a medium 2 quart saucepan. In the saucepan combine the sugar, butter, and corn syrup. Cook and stir over medium heat until the mixture boils.

Attach a candy thermometer to the side of the pan and reduce heat to medium. Continue boiling at a moderate to steady rate, stirring frequently with a wooden spoon, until the candy thermometer reaches 280″F(soft crack stage). Be patient this seems like it takes a long time but it is only about 15 minutes.

Remove the pan from the heat and stir in the vanilla extract. Carefully pour caramel mixture over the popcorn and stir gently to coat.

Spread hot caramel popcorn mixture on a large sheet of buttered aluminum foil or Silphat to cool.

Quickly break into clusters with a fork and let harden and cool.