Heat oven to 250 degrees F. Lightly grease a roasting pan, 14-by-11-by-2-inches.
Combine popcorn and nuts on the roasting pan; toss well and set aside.
Melt butter over low heat in a medium saucepan. Add brown sugar and honey. Bring to a boil and boil for 5 minutes without stirring. Add vanilla; stir well.
Immediately pour the hot syrup over the popcorn and nuts in pan, and stir quickly until popcorn is evenly coated. (I use 2 rubber scrapers)
Bake for 1 hour, stirring every 15 minutes. Cool completely, then break into pieces. Store in airtight containers. Makes about 4 quarts.
Recipe by The Culinary Cellar at https://theculinarycellar.com/nutty-caramel-corn/