Preheat oven to 250 degrees. Combine popcorn and walnuts in a lightly greased large roasting pan. In a heavy large saucepan, melt butter over medium-high heat. Stir in brown sugar, molasses, and salt. Stirring constantly, bring mixture to a boil. Boil 5 minutes without stirring.

Remove from heat; stir in vanilla, apple pie spice, and baking soda (mixture will foam). Pour syrup over popcorn mixture; stir until well coated. Bake 1 hour, stirring every 15 minutes. Spread on lightly greased foil to cool. Sprinkle candy corn over popcorn mixture. Store in an airtight container.

Yield: about 30 cups popcorn mix