Line two cookie sheets with foil.
Place popped popcorn and pretzels in large bowl.
In a sauce pan bring brown sugar, honey and butter to a boil.
Boil for 4 minutes over minute heat without stirring.
Remove from heat.
Stir in nuts, peanut butter and vanilla until smooth
Pour over popcorn mixture.
Stir to coat.
Place on cookies and allow to cool.