Cheese and Caramel Popcorn

• 17 Kraft Caramels (about 1/2 of 340-g pkg.)
• 1 Tbsp. water
• 3 Tbsp. butter, divided
• 10 cups air-popped popcorn, divided
• 1/4 cup Kraft Dinner Cheese Sauce Mix (about 1/2 of cheese sauce pkt.)

1. Heat oven to 300F.
2. Cook caramels, water and 1 Tbsp.
3. butter in large saucepan on low heat 5 min.
4. or until caramels are completely melted and sauce is well blended, stirring frequently.
5. Place 5 cups popcorn in large bowl.
6. Add caramel sauce; mix lightly.
7. Spread onto large rimmed baking sheet sprayed with cooking spray.
8. Bake 20 min., stirring after 10 min.
9. Spread onto sheet of waxed paper; cool completely.
10. Meanwhile, melt remaining butter.
11. Place remaining popcorn in clean paper bag.
12. Add cheese sauce mix and butter; close bag.
13. Shake bag until popcorn is evenly coated with butter and cheese sauce mix.
14. Place bag in microwave, then microwave on HIGH 30 sec.
15. Break caramel corn into small clusters; place in large bowl.
16. Add cheese popcorn; mix lightly.

caramels, water, butter, mix

Taken from www.kraftrecipes.com/recipes/cheese-caramel-popcorn-184437.aspx (may not work)