Pop the popcorn according to package instructions. Place in a large bowl and set aside.

Melt the caramel candies with butter over medium-low heat until smooth. Pour over popcorn and mix well to coat evenly.

Shape the coated popcorn into balls using greased hands and place on a tray lined with wax paper.

Dip each popcorn ball into melted chocolate and place back on wax paper. Allow to set before serving.