make your popcorn:

Pour oil in a large pot (make sure you have a lid to go with it!) and then pour in kernels and make sure they are spread out in an even-ish layer.

Heat over medium high heat and cover pot with a tight fitting lid. Once you hear the pop pop popping, reduce heat to medium and shake the pot every once in awhile to avoid burnt pieces.

Once the popping slows down, that means most kernels are popped. Turn off heat but don't remove from the burner for a minute - the stragglers will most likely pop.

Transfer popcorn to a large bowl. Set aside.

make your caramel sauce:

In a saute pan combine butter, sugar and salt. Heat over medium high heat and stir while butter melts. Allow sauce to bubble and get pretty hot and then add the water. Stir to combine. Keep cooking until sauce is thickened and as a syrup like texture.

(Whatever you do DO NOT even THINK of tasting caramel right out of the pot! It will burn your tongue off! And don't get it on your skin either. It's like napalm!)

now make your caramel popcorn!

CAREFULLY drizzle caramel over the popcorn and be sure to use a spoon to stir, not your freaking hands.

Popcorn will be sticky at first, allow caramel to cool completely before eating and just keep stirring until it sets. Store in plastic bag for a few days…but I doubt it will last that long…