16 c. popped corn (about 3/4 c.)
1 1/2 c. pecans
1 1/2 c. walnuts
1 c. packed brown sugar
1/2 c. butter
1/2 c. light corn syrup
1/2 tsp. salt
1/2 tsp. vanilla

Preheat oven to 250 degrees. Place popped corn, pecans, and walnuts in large open roasting pan (17 1/4 x 11 1/2 inch); set aside. Prepare caramel coating. In deep 2 quart bowl, combine brown sugar, butter, corn syrup, and salt.

In microwave: Cook on high 7 minutes or until mixture boils and thickens, stirring after 4 minutes. Stir in vanilla. Pour hot sugar mixture over popcorn mixture, stirring to coat well. Bake popcorn 1 hour, stirring occasionally.

Spoon caramel popcorn onto waxed paper to cool, stirring occasionally to separate. Store popcorn in tightly covered containers to use up within 1 week.