Directions:

1. Line a 18 x 12 baking tray with parchment paper and set aside.
2. Place the butter into a saucepan with a heavy bottom and melt over medium low heat. Remove the melted butter from heat and add the sugar, water, and salt. Stir well.
3. Attach a candy thermometer to the saucepan and cook over medium heat stirring frequently. Once the candy thermometer reads 300°F remove from heat.
4. Working quickly add the vanilla and walnuts to the toffee. Pour the toffee over the prepared crackers and spread evenly with a spatula.
5. Sprinkle the chocolate chips over the warm toffee and spread evenly.
6. Distribute the popcorn over the chocolate. Lightly press the popcorn into the chocolate so it will stick.
7. Allow to cool for at least and hour an then chop into large pieces. Enjoy!