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Preheat oven to 300°F. Mix popcorn and almonds in large bowl sprayed with no stick cooking spray. Line 15x10x1-inch baking pan with foil. Spray foil with no stick cooking spray. Set aside.
Cook caramels, butter and water in large saucepan on low heat until caramels are melted, stirring frequently. Remove from heat. Stir in almond extract. Pour over popcorn mixture. Toss to coat evenly. Spread evenly in prepared baking pan.
Bake 20 minutes, stirring after 10 minutes. Spoon popcorn mixture onto wax paper-lined tray. Cool completely. Break into clusters.
