SOFTENED BUTTER

1 1/4 CUPS SLICED ALMONDS

4 QUARTS POPPED POPCORN

1/2 CUP BUTTER

1 1/2 CUPS HONEY

1/2 TEASPOON SALT

1 TEASPOON BAKING SODA

2 TEASPOONS VANILLA EXTRACT

BUTTER A LARGE BOWL WITH SOFTENED BUTTER. IN THE BOWL TOSS TOGETHER THE ALMONDS AND THE POPPED POPCORN.  IN A SAUCEPAN WITH HIGH SIDES, MELT THE BUTTER. ADD HONEY AND SALT. BRING TO A BOIL, STIRRING CONSTANTLY AND ALLOW TO BOIL FOR FIVE MINUTES. REMOVE FROM HEAT AND STIR IN BAKING SODA AND VANILLA EXTRACT. POUR OVER POPPED POPCORN AND STIR TO COAT. PLACE ON A LARGE COOKIE SHEET AND BAKE AT 300 DEGREES F FOR 30 MINUTES, STIRRING EVERY 10 MINUTES.  REMOVE FROM OVEN, LOOSEN FROM PAN AND COOL.