Step 1

Make the cookie base. Preheat the oven to 350 degrees F. Grease a 9x13 inch baking pan or line with parchment paper.

Step 2

Combine the flour, baking soda and salt in small bowl. Beat the butter, granulated sugar, brown sugar and vanilla extract in large mixer bowl until creamy, about 3 to five minutes. Add the eggs one at a time, beating well after each egg. Gradually beat in the flour mixture and the 2 teaspoons of water. Stir in the chocolate chips.

Step 3

Spread half the dough out into the prepared pan, push the Reese into the dough and then drop the remaining dough around the Reese. Smooth out a little (it will not completely cover all the Reese's). Bake for 18 to 25 minutes, just until set in the center. Allow to cool completely before adding the cream layer. I like to stick mine in the freezer for 30 minutes to make this go a little faster.

Step 4

To make the cream/frosting/ filling layer. In a mixer, beat the butter until smooth and creamy. Add sugar, vanilla and salt and beat until smooth. Spread the cream over the cooled cookies, the layer will be thin.

Step 5

To make the popcorn. Combine the brown sugar and water in a small saucepan over medium-high heat. Bring the mixture to a boil. Once it begins to boil watch closely and whisk until the mixture starts to smell like caramel and turn a golden color, and then to a light brown. This will take about 5-6 minutes. When you see that it has started to turn brown add the butter and slowly pour in the cream, whisking constantly and quickly. Continue to heat over medium-high until mixture has thickened and is a light caramel color, about 5 to 10 minutes more. Remove from the heat and stir in the peanut butter or butterscotch chips (I used butterscotch) vanilla and a good pinch of salt, stir until smooth. Add the popcorn to a large bowl and pour the caramel over the popcorn. Toss well and then spread the popcorn over the cream layer, make sure to get out all the caramel out of the bowl! If desired drizzle with melted chocolate and then sprinkle with a good amount of flaked sea salt. Let sit at least 1 hour before cutting or place in the fridge to help them set faster. Then cut into bars!