Southern Country Crunch

2 quarts popped popcorn
3/4 cup pecan halves
1/2 cup candy corn
24 caramels (about 8 ounces)
1 tablespoon water
1 tablespoon sugar
Butter or margarine

Combine popcorn, nuts and candy corn in large bowl; toss to mix.

Combine caramels, water and sugar in top of double boiler. Heat over simmering water, stirring frequently, until melted and smooth, about 20 minutes. Pour over popcorn mix; toss to coat evenly. When caramel is cool enough to handle but still soft, shape mixture with buttered hands into 16 balls, about 1/2 cup each. Place on buttered baking sheet to set.