Preheat the oven to 350 degrees. Spray a large jelly roll pan with nonstick cooking spray. and set aside. Place the popcorn in a large ceramic or glass bowl, and set aside.
In a 1-cup measure or similar microwave-safe bowl, combine the caramels, syrup and water. Cover with wax paper and microwave on high power for 40 seconds. Stir. Microwave for an additional 30 seconds until the caramels are completely melted.
Being very careful to keep fingers away from the hot syrup, slowly pour the caramel mixture over the popcorn, stirring with a large wooden spoon to coat evenly. Spread the popcorn evenly on the prepared baking pan. Bake the popcorn for 4 to 6 minutes until the syru hardens slightly.
Cool befor serving, or store tightly covered at room temperature. Leftover popcorn will keep for 4 to 5 days.