1 (14 oz.) pkg. caramels
1 (6 oz.) pkg. chocolate chips
1/4 c. water
4 qts. popped popcorn

Place caramels, chocolate chips and water in a large microwave-safe bowl. Microwave on High for 3 minutes or until mixture is smooth. Stir every minute. Place popcorn in a large bowl. Pour caramel mixture over popcorn. Let cool for a few minutes. Toss until well coated.