Pop your popcorn. Then measure out about 8 cups and spread it out onto a large cookie sheet.
If you wish to add nuts to your popcorn, you might want to toast them in a 350 degree oven for 2-5 minutes, watching them very carefully. Toasting them brings out their amazing flavour! When the nuts are toasted, sprinkle them over the popped popcorn. Set aside.
Now on to the caramel! In a saucepan melt the butter, then add the sugar and corn syrup.
Bring to a boil over medium heat, stirring constantly.
Continue to boil, stirring occasionally until the mixture turns caramel coloured.
Remove from the heat and stir in the vanilla.
Then pour the caramel over the popcorn and nuts. Using a fork, gently mix, and separate into clusters.