Preheat oven to 250 degrees F. Line a muffin pan with aluminum foil baking cups. Spray cups with non-stick cooking spray.
Melt caramels, sugar, cream, and water in small saucepan over medium heat until mixture boils, stirring frequently. Cook 5 minutes or until sugar and caramels are completely melted.
Combine popcorn and nuts in a large mixing bowl.
Drizzle caramel over popcorn mixture and toss to evenly coat. Divide caramel popcorn into prepared cups.
Bake 20 minutes.
Let cool completely before removing from baking cups.
