Spray an 8x8 baking pan with cooking spray or use butter to grease the pan.

Pop popcorn and set aside (I used kettle corn for my recipe and it was delicious).

To create the caramel mixture, melt butter, brown sugar and half and half in a saucepan over medium heat.

Bring mix to a boil, stirring on occasion until golden brown (approx 5-6 mins).

Reduce heat and stir in marshmallows until blended.

Add chopped pretzels and cashews to popcorn.

Pour caramel over popcorn and mix until evenly coated.

Spread into baking pan.

You can use a buttered spoon to help guide the mix into the pan easier.

Set aside until firm.