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

Preheat oven to 200 degrees. Keep popcorn warm in oven. Melt caramels in top of double boiler. Add corn syrup and water; mix until smooth.

In a large bowl or pan, place warm popcorn. Slowly pour warm caramel over popcorn, mixing well. With lightly greased hands, shape into balls. Place balls on waxed paper until firm.