Pop the popcorn; pick out the unpopped kernels; set aside in a bowl
On the stovetop in a pot melt unwrapped caramels with marshmallows and water together
Evenly pour the caramel mixture over the popcorn and carefully mix together. CAUTION:CARAMEL GETS VERY HOT!
Form 12 balls of popcorn and place on a baking sheet lined with parchment paper.
Insert a lollipop stick or craft stick into the center of each ball. Allow the caramel to set before moving onto the next step or the sticks will fall out
Melt chocolate with shortening in the microwave; dip each popcorn ball into the chocolate; coat with sprinkles or candy and return to the lined baking sheet. Allow to harden in the refrigerator.
Once dry wrap with cello and ribbon and give out as halloween treats.