Preheat oven to 250
Line a baking sheet with foil, spray with cooking spray. Or use a large disposable foil baking pan, spray that with non stick spay if using
Combine all ingredients FXCEPT popcorn in heavy saucepan, bring to a boil the reduce heat to a simmer and simmer for 5 minutes stirring constantly
Have popcorn ready on the prepared baking sheet pour hot caramel over popcorn and combine well. A rimmed cookie sheet works best so the popcorn stays on while mixing,
Bake in the preheated 250 oven for 1 hour mixing well every 15 minutes
You know its done when all the caramel has coated the popcorn and is well glazed
For a variation you can add cashews, peanuts, pecans or any unsalted nut about 1/4 cup added with the popcorn
When removing finished popcorn from oven, transfer to a large piece of foil to cool. Store at room temperature in a Ziploc bag
