Wash apples, remove stem, and dry apples.

Melt caramel in crockpot or saucepan in medium heat and add the heavy cream.

Once a creamy texture, reduce the heat to low for dipping.

Slowly dip each of the apples into the caramel mixture and turn the apple to cover ¾ of the apple.

On separate baking sheet with wax paper lay ¾ cup of Smartfood^® popcorn and begin rolling caramel apple across popcorn.

Once covered to your liking then place them on the originally lined baking sheet.

Refrigerate the apples for 15 minutes or until the caramel has firmed up.