Melt all ingredients in a saucepan over medium-low heat.
Once caramel is boiling, cook for approximately two minutes stirring constantly.
If using for caramel popcorn: Pour over popcorn immediately (this recipe will cover three bags of microwave popcorn thoroughly.)
How to Make Caramel Popcorn
Pour caramel over popcorn immediately after removing it from the stove. This recipe will cover three or four bags of microwave popcorn thoroughly.
Store leftovers in an airtight container for up to a week.
This caramel is soft and so it will make soft, gooey caramel popcorn (my favorite kind). If you prefer a crunchier, harder caramel popcorn you can spread your caramel covered popcorn out on a greased baking sheet and bake at 250 for about an hour, turning every 15 minutes or so.