Step 1

Place popped popcorn in a large bowl and set aside while preparing the sauce.

Step 2

Combine the butter, sugar and whipping cream 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).

Step 3

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 recipe is soooo much better warm!  Enjoy!