1. Have popcorn ready in a very large mixing bowl. Set aside.
  2. Place brown sugar, cream, butter, honey, and salt in a heavy-duty 4-quart or larger pan with tight-fitting lid.
  3. Stir constantly and bring the mixture to a boil.
  4. Lower the heat to medium and cover tightly with the pan lid.
  5. Cook for 5 minutes without removing the lid.
  6. After the 5 minutes, remove the lid, being careful not to drop any water back into the pot.
  7. Clip a candy thermometer to the inside of the pan and cook until soft ball stage (236° to 238° F.)
  8. Stir constantly to keep caramel from burning on the bottom of pan.
  9. Once caramel reaches the soft ball stage, remove from heat and add the vanilla. It will bubble up and splatter, so be careful!
  10. Stir in the peanut butter. If there are any lumps, use a whisk to stir until smooth.
  11. Immediately pour the caramel over the popcorn, stirring with a large wooden spoon until all of the popcorn is well-coated.
  12. Let cool until still fairly warm, but not hot enough to burn your hands.
  13. Grease hands well with butter or a little oil.
  14. Scoop up a big handful of popcorn and form into a ball.
  15. If using stick, insert in one end and place on parchment paper or a greased pan to finish setting up.

*Note: 3-4 bags of microwave popcorn, or 2/3 cup kernels popped equals 18-20 cups of popped popcorn.