For the caramel sauce: add all ingredients into a saucepan and bring to a boil; once boiling, reduce to a simmer and simmer for 25 minutes.
Once caramel is done simmering, stir consistently for 5 additional minutes, allowing caramel to thicken. Pour caramel in a jar or cup and set aside.
For the popcorn: Heat oil in a large skillet over stovetop and place 3 popcorn kernels in it; place lid over top of skillet.
Once those kernels pop into popcorn, pour additional kernels into skillet, reduce heat to medium and shake skillet over top of burner; popcorn will begin to pop.
Once all popcorn is popped, pour caramel sauce over top and stir everything together with a large spoon or spatula.
Pour caramel popcorn into a a bowl and either A) eat immediately or B) allow time for the caramel to cool and harden. Enjoy!
Notes
-1/3 cup of popcorn kernels yields about 8 cups of popcorn, enough for 2 large servings.