Combine all ingredients (except popcorn) in large, heavy saucepan. Bring to a boil over medium heat, making sure to STIR constantly. If not, it will burn, so keep stirring! Keep stirring as it boils until it reaches the soft ball stage, 234 degrees on your candy thermometer. Remove from heat, and immediately pour over the popcorn. Stir until coated. Let cool, then enjoy!!!