1/2 c. unpopped popcorn
1 c. light brown sugar, firmly packed
1/2 c. light corn syrup
1/2 c. butter
1/4 c. butterscotch chips
1 tsp. vanilla extract
1/2 tsp. baking soda
1/4 tsp. salt
1 (8 oz.) can walnuts, about 2 c., toasted (See note below)

Heat oven to 250 degrees. Grease 14" x 10" x 2" roasting pan. Pop popcorn according to package directions to make about 14 cups. Meanwhile, in 5 quart saucepan or Dutch oven over medium high heat, bring brown sugar, corn syrup and butter to boil, stirring until sugar is dissolved and butter melts. Reduce heat to medium; cook 5 minutes, stirring occasionally. Remove from heat; stir in butterscotch chips, vanilla, baking soda and salt until blended smooth. Working quickly and using wooden spoons, stir popcorn and walnuts into syrup to coat thoroughly. Pour mixture into prepared pan; bake 45 minutes, stirring occasionally. Remove from oven; cool mixture in pan about 15 minutes. Turn mixture out of pan onto foil to cool completely. Break popcorn into small pieces; store in air tight containers in cool, dry place up to 2 weeks. Makes about 4 quarts popcorn.

To toast walnuts: Heat a dry skillet (8" size for up to 1 cup; 10" or 12" size for up to 2 cups) over medium heat. Add nuts; cook 5 to 6 minutes, stirring frequently, until golden. Cool before using in recipe.