7 ozs. caramels, about 26
12 to 14 lollipop sticks or 6-inch skewers
1 6-oz. pkg. semisweet or milk chocolate chips
1 T. butter
1 T. water
2 T. vegetable shortening
7 c. fresh-popped popcorn
orange and black Halloween sprinkles

Place popped corn in a large bowl; set aside. Melt caramels with butter and water in heavy saucepan over low heat, stirring until smooth. Pour caramel mixture over popped corn; toss until completely coated. Using buttered hands, form into 2-inch balls and transfer to baking sheet lined with waxed paper. Wash hands. Insert a lollipop stick into each ball, gently pressing so that the stick is secure. Let stand until firm.

Heat chocolate chips with shortening over very low heat until morsels melt and mixture is smooth. Remove from heat. Dip caramel pops into chocolate mixture to coat evenly. Carefully roll in sprinkles and place on foiled-lined baking sheet. Chill in the refrigerator until coating sets, about 10 minutes. Serve immediately or store in an airtight container.

Dip some of the pops in orange sprinkles and some in a combination of sprinkles.

Marilyn Partington Frame, Traverse City