2 qt. popped popcorn (remove all unpopped kernels)
2 c. nuts (pecans, almonds, cashews, or a combination)

Put popcorn in a greased bowl and put nuts on top of popcorn (if the nuts are in the bottom, they wont's get coated very well with the caramel).

1 1/3 c. sugar
1 c. butter
1/2 c. light Karo syrup

Bring to a boil over medium heat and cook until caramel color and thick, stirring every once in a while. Drop a little in a cup of cold water and when the sample cracks when bent, it is done. Stir in 1 teaspoon vanilla.

Pour caramel over popcorn and nuts all at once and when stir until well-coated. When cooled, break into smaller pieces and store in airtight container.