Nutty Caramel Corn

Preheat the oven to 250 degrees. In a large bowl, combine the popcorn and nuts. In a small saucepan, bring the brown sugar, butter, and honey to a boil over medium-high heat and cook for 5 minutes, stirring frequently. Remove from the heat and add the vanilla; mix well. Pour over the popcorn mixture and stir until thoroughly coated. Spoon onto two ungreased large rimmed baking sheets and bake for 1 hour, stirring every 15 minutes. Let cool completely, until crispy. Serve or store in an airtight container until ready to serve. Makes 13 cups.