2 bags microwave popcorn (you can use any variety, but I prefer the "natural" kind -no butter or salt so that you can taste the sauce better!) or about 8 cups of popped popcorn
1 stick butter
1 cup sugar
1/3 cup whipping cream
Place popped popcorn in a large bowl and set aside while preparing the sauce.
Combine all three ingredients and heat over medium heat, stirring constantly. Within a couple of minutes the sauce should be boiling, continue boiling until mixture reaches the soft ball stage (235-240 degrees Fahrenheit).
Remove the mixture from heat and pour over the popcorn, stirring until all of the popcorn is well coated. Make sure to serve immediately - this stuff is soooo much better warm! Enjoy!