Old Fashioned Caramel Popcorn Bars

I saw this recipe in Everyday Food magazine and couldn't resist giving it a try. It tastes like something you'd buy at a candy store, and it was so easy to make! A great Halloween treat -- I'm only a month early ...

Old Fashioned Caramel Popcorn Bars

12 C popped popcorn (use 1/2 C kernels or 2 microwave pkgs)
4 C coarsely chopped salted pretzels
2 C sugar
1/2 C water
1/2 t salt
2/3 C heavy cream
2 C mini marshmallows
Kosher salt and/or cayenne pepper to taste

• Butter or spray a 9x13" baking dish.
• In a very large heat-safe bowl combine popcorn and pretzels.
• In a medium pan, combine sugar, water and salt and bring to boil at medium high heat.
  
• Boil, without stirring 8 to 12 minutes (8 minutes will give you a toffee-like flavor, while boiling for 12 minutes gives you a more distinctly caramel taste.)

• Remove from heat and stir in heavy cream -- there will be some sizzling -- and then mini marshmallows. Stir until melted.
  
• Pour caramel over popcorn/pretzel mixture and stir until combined.
• Spoon into baking dish. It will look like way too much, but push down with plastic wrap sprayed with non-stick spray and it will fit perfectly.
• Sprinkle with a very small amount of kosher salt and/or cayenne if desired.
  
• Cool completely before cutting into bars.
• Store up to 2 days in an airtight container.