Instructions: 1. Place caramels, chocolate chips and water in large microwave-safe bowl.

2. Microwave on HIGH for 3 minutes or until mixture is smooth. Stir every minute.

3. Place popcorn in a large bowl.

4. Pour caramel mixture over popcorn. Let cool for a few minutes.

Toss until well-coated.

5. Form into balls, if desired.

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