Ingredients:

  Amount  Measure       Ingredient -- Preparation Method
--------  ------------  --------------------------------
     1/2  cup           popcorn kernels -- freshly popped
   2      cups          whole almonds
   1 1/4  cups          packed golden brown sugar
     1/4  cup           unsalted butter
     1/4  cup           light corn syrup
   2      teaspoons     vanilla extract
     1/2  teaspoon      almond extract
     1/2  teaspoon      salt
     1/4  teaspoon      baking soda

Preparation:

Preheat oven to 250øF. Generously butter heavy large baking pan. Mix warm popcorn and almonds in prepared pan. Place in oven while preparing syrup. Combine brown sugar, butter and corn syrup in heavy medium saucepan. Whisk over medium-low heat until sugar dissolves and butter melts. Attach clip-on candy thermometer to side of pan. Increase heat to high and boil without stirring until thermometer registers 255øF, occasionally brushing down sides of pan with wet pastry brush, about 4 minutes. Remove from heat. Stir in vanilla extract, almond extract, salt and baking soda (mixture will bubble). Gradually pour syrup over popcorn and almonds, gently stirring to coat popcorn and nuts completely. Bake until caramel feels dry, stirring frequently, about 1 hour 20 minutes. Remove from oven. Using metal spatula, scrape mixture from bottom of pan to loosen. Cool completely in pan. (Can be prepared 1 week ahead. Store in airtight container at room temperature.) Makes 10 cups Notes: This crunchy old-time favorite is an ideal gift for families, because both adults and children will eat it by the handful. For a gift, place the popcorn in glass jars tied with ribbon and decorated with sprigs of holly. And for immediate eating, put the popcorn in a cellophane-lined basket or box, and set it out for everyone to enjoy.