1. Preheat oven to 250. Generously butter heavy large baking pan. Mix warm popcorn and almonds in prepared pan. Place in oven while preparing syrup.

2. 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 with-out stirring until thermometer registers 255, 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 st irring to coat popcorn and nuts completely.

3. 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.

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