28 Kraft caramels
2 T Water
1 T Butter
2 quarts popped corn, salted
Melt Caramels with water over low heat, stirring until smooth (or microwave on high 1 minute at a time, stirring in between each minute, continue until caramels are melted and smooth). Pour over popped corn, toss until well coated. With hands slightly moistened with cold water, form into balls (optional)
I also tossed in some candy corn before adding the caramel. You could put anything in with it like nuts or other candy.