- Preheat oven to 250°F
- Spread popcorn onto 2 rimmed baking sheets sprayed with cooking spray; sprinkle with bacon and nuts.
- Microwave caramels and milk in microwaveable bowl on HIGH for 3min, or until caramels are melted and sauce is well blended, stirring every minute. Drizzle over popcorn.
- Bake 45 min, stirring every 15min. Remove from oven; stir. Cool completely in pans, stirring occasionally to break up large pieces.