Toffee Fudge Crunch

Preparation : In a medium suacepan, combine sugar, corn syrup, butter, and whipping cream. Place over medium-high heat; stir until sugar dissolves. Continue to boil gently, without stirring, until mixture reaches 280 degrees F on a candy thermometer. Stir in vanilla extract. Place popcorn and chopped candy bars in a large bowl. Slowly pour over syrup, stirring gently until evenly coated. Transfer mixture to a large sheet of aluminum foil. Cool until syrup is no loner sticky. Break into small clusters. Store in an airtight container for up to 3 days. Makes about 2 1/2 quarts