Preheat oven to 250°.

Line 2 baking trays with parchment paper. Set aside.

In a large bowl mix pipcorn and peanuts.

In a medium sized saucepan combine brown sugar, corn syrup, butter, salt and water. Bring to boil over medium high heat and simmer for around 4 to 5 minutes or until a candy thermometer reaches 250°.

Remove from heat and add vanilla and baking soda. Stir well. Mixture will be frothy.

Immediately pour caramel mixture over popcorn and peanuts. Stir until all of the popcorn is coated well.

Spread coated popcorn and peanuts onto the baking sheets in a single layer evenly.

Bake both trays for 1 hour stirring every 20 minutes to keep the popcorn coated well as it bakes.

Remove from oven and allow it to cool and harden completely.

Gently break up the popcorn and store it in an airtight container for up to 5 days.

**Adapted from Brown Eyed Baker**