Instructions: In large buttered bowl, combine first 4 ingredients; set aside.

In medium saucepan combine sugar, corn syrup and water; bring to a boil.

Cook, covered 3 minutes. Uncover and cook, without stirring, until mixture reaches hard-ball stage (260 F), 4 - 5 minutes.

Add butter and vanilla; cook, stirring 1 minute. Pour over popcorn mixture; toss quickly to coat. Turn mixture out onto greased baking sheet and spread using buttered hands.

Cool and break into pieces.

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