Instructions: In Dutch oven, bring sugar,corn syrup and butter to a boil; boil 2 1/2 minutes.

Stir in pumpkin pie spice,vanilla,salt and food coloring (if desired) mix until evenly colored.

Add popcorn and toss until evenly coated.

Spread popcorn mixture in a single layer on greased sheets of foil and allow to cool and harden. Break into bite-size pieces and mix with candy corn in a wide shallow bowl; set aside.

To make spiders, cut licorice into 2" lengths. To make legs, starting at one end, make three 1/2" to 3/4" cuts to make four legs. Repeat cuts at opposite end. Leave about 1/2" in center uncut. Gently pull legs apart and curl down. Push wooden pick through center of body, leaving about 1/4" exposed on top. Push one gumdrop onto exposed pick to make a body. Using writing tip of decorating icing, squeeze two small dots of icing into gumdrops. Press jaw-breakers into icing to make eyes. Place "spiders" and worm-shaped candies in popcorn. Remove wooden picks before eating.

Makes 4 quarts.

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