2 1/2 qts. popped popcorn
1/2 lb. (28) vanilla caramels
2 tbsp. water
Dash of salt

Keep popcorn hot in slow 300 degree oven. Melt caramels in water in double boiler, stirring often. Add salt. Place popcorn in large bowl and pour caramel sauce over it. Toss to coat with well buttered hands. Shape into balls.