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Pour popcorn into a large, shallow roasting pan.
Sprinkle almonds and peanuts over corn.
Melt butter or margarine in a small saucepan.
Stir in honey and brown sugar.
Cook, stirring constantly, over medium heat until it boils; simmer without stirring for 5 minutes.
Remove from heat and stir in vanilla.
Pour mixture over popped corn and nuts. Stir well to combine.
Bake at 250° for one hour, stirring well every 15 minutes.
Remove from oven and continue stirring as mixture cools.
Cool completely and break apart any clumps.
Store in an airtight container.
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