In a saucepan over medium heat add the butter, brown sugar, and heavy whipping cream.
Stir continuously until the sauce comes to a boil. Boil for 1 minute, then remove from heat.
Allow the caramel to cool. Once it cools it will thicken.Set aside
In a large pot place it on high heat for a good minute then add the oil and kernels. Cover the pot and shake it around.
Popcorn will begin popping. Lower heat to medium high until popcorn stops popping. Uncover the pot. Allow the popcorn to cool for 5 minutes.
Pour the cooled caramel all over the popcorn then gently mix until all the popcorn is coated.
Place them on a prepared baking sheet with parchment paper sprayed with cooking oil.
Bake at 250 F for about 10-15 minutes. Remove them. Allow to cool then break them apart if needed.