1 1/2 qt. popped popcorn
1 (14 oz.) bag caramels (unwrapped)
3 tbsp. Half & Half
1 tbsp. butter
1 tsp. rum flavoring
About 48 pecan halves
1/2 c. canned Choco-Fudge Frosting

Place popped popcorn in large bowl. In a medium sauce pan over very low heat, heat caramels, Half & Half, and butter until caramels are melted, stirring frequently. Remove from heat. Stir in rum flavoring. Pour caramel mixture over popcorn and toss to coat. Arrange pecan halves in groups of 3 on a greased baking sheet in a star shape. Working quickly, spoon heaping tablespoons of popcorn mixture into center of each pecan group. Place frosting in small sauce pan over low heat until softened. Spoon over each mound of popcorn. Makes 16.