Unwrap Caramel Creams and place in microwave safe bowl.

Add heavy cream to the bowl with the Caramel Creams.

Microwave for 45 seconds, and stir.

Microwave for 45 seconds more and stir. If the caramel is creamy and smooth, it's ready. If not, microwave for 30 seconds at a time until it is.

Place popped popcorn on a silcone covered baking pan.

Pour caramel over the popcorn and mix with a rubber spatula.

Bake for 3 minutes at 350*. Stir with spatula to coat all of the popcorn. Return the tray to the oven for another 3 minutes.

Store in an airtight container.