- Line a baking sheet with parchment paper.
- In a large saucepan, bring the sugar, corn syrup and water to a boil. Cook without stirring until the mixture turns golden brown. Remove from the heat. Add the butter and stir until melted. Add the popcorn and toss to coat with the caramel. Spread on the baking sheet and cool for 30 minutes.
- In a bowl in the microwave oven, melt the chocolate for 1 to 2 minutes.
- Pour the chocolate in a stream over the popcorn. Allow to cool completely.