Ingredients

3 cups whole shelled almonds (about 1 pound) 

1/2 cup (1 stick) unsalted butter, cut into pieces, plus more for pans and spoon 

1/2 cup light corn syrup 

2 1/2 cups light-brown sugar, packed 

1 teaspoon pure vanilla extract 

1 fourteen-ounce can sweetened condensed milk 

1 teaspoon salt 

1 1/4 gallons popped popcorn (1 cup raw kernels) 

Preparation

Preheat oven to 350 degrees. Spread almonds in a single layer on a rimmed baking sheet, and toast until lightly golden and fragrant, about 10 minutes. Remove from oven; let cool completely. Generously butter two roasting pans, and set aside.

Combine butter, corn syrup, and brown sugar in a medium heavy-bottomed saucepan, and place over medium heat. Bring mixture to a boil, stirring constantly; stop stirring, and cook 3 minutes more. Add vanilla extract and reserved toasted almonds; continue cooking 1 minute more. Remove from heat, and stir in condensed milk and salt.

Place popcorn in a large bowl, and drizzle caramel mixture all over the top. Using a large well-buttered metal spoon, immediately toss to distribute evenly and combine. Divide between prepared pans.

Bake 7 minutes. Remove from oven, and stir mixture to allow it to cook evenly. Return to oven; bake 7 to 8 minutes more. Transfer to a wire rack to cool completely. Break apart clusters; serve.