2 1/2 qt. freshly popped popcorn
1 (14 oz.) pkg. light caramels
1/4 c. corn light syrup
2 tbsp. water

Oven should be preheated to about 200 degrees to keep popcorn warm. Melt caramels in a double boiler; add water and corn syrup, and mix until smooth. In a large pan, place warm popcorn, slowly pour warm caramel over corn and mix well. Hands should be buttered lightly to make forming popcorn balls easier. Place popcorn balls on sheets of waxed paper until firm.