I started by popping lots of popcorn, enough to make a mound on a wax paper-covered baking sheet.
For the caramel I used this recipe and tweaked it a bit. It's pretty simple.
1 cup butter
2 cups sugar
1/2 cup corn syrup
1 teaspoon salt
1/2 teaspoon baking soda
1 teaspoon vanilla extract
Melt the butter in a saucepan then add sugar, corn syrup, and salt and bring to a boil while stirring.
Boil without stirring for four minutes.
Pour over the popcorn and back at 250 for about 30 minutes, stirring every 10 minutes or so.
You can then break it apart and partake of it or you can take it a step further by drizzling melted chocolate all over.