Combine Sugar and Water in a saucepan over high heat. Whisk frequently until golden brown. *Sugar will move through the stages. It will get foamy, then crystallize, then melt and turn golden.

Turn off heat, but do not remove pot from the burner. Quickly whisk in the Cookie Butter. *You don’t want to wait until the caramel is dark to do this. It will darken a bit as you are adding in the cookie butter. When you whisk in the cookie butter, there is a chance the whole mixture will seize. Don’t panic. It just means that the mixture cooled a bit, moving back to the crystallized stage.

Turn high heat back on and whisk continuously until mixture is smooth and creamy. *If the mixture seized, you will melt it back into a nice caramel here. If it did not, then this stage is only a few seconds on high heat to get the cookie butter fully emulsified.

Turn off flame and again do NOT remove pan from burner. Add the popcorn into the pan all at once. Quickly stir to coat completely. *Be very, very careful not to get hot sugar on yourself at any point. It will burn you immediately.

Then immediately spread onto a sheet pan covered with parchment. Spread it into a single layer. Hit it with a sprinkling of salt if desired. Allow to cool completely before you touch it.