16 Caramels (we used Kraft)
2 Tbsp Water
2 qts popped butter popcorn
1. Melt caramels with water in a saucepan on low heat. Stir until you get a smooth mixture.
2. Place the popped corn in a bowl large enough to allow for easy mixing.
3. Pour the warm caramel (not hot) over the popped corn and mix well.
4. Form into small clusters and roll into balls and place one in each treat cup.