Preheat the oven to 300°F and grease a baking sheet.

Pop the popcorn either on the stove or in the microwave.

Add the caramel candies, butter, and water into a pot. Cook on low heat. Stir constantly until the candy has melted.

Pour the caramel over the popcorn and toss to combine. Make sure the popcorn is fully covered in caramel.

Place the popcorn onto the greased baking sheet and spread them out.

Put the popcorn into the oven and let the popcorn bake for 10 minutes. Give the popcorn a mix, then bake for another 10 minutes. While the popcorn bakes line a separate baking sheet with parchment paper.

Remove it from the stove and pour the popcorn over the lined baking sheet. Leave it to cool completely.

Break the pieces up and enjoy!