Spray a 9×13 pan with nonstick spray. In a large bowl, mix together the popcorn and pretzels.

Add sugar, water and 1 tsp of kosher salt to a medium pot. Bring to a boil over medium high heat. Do not stir the mixture at all!!! Allow the boiling action do the work for you! Allow it to boil until the caramel turn amber in color, about 10-12 minutes. Remove from the heat and pour in the cream. The mixture will sputter so be careful. Swirl in the cream and add the marshmallows. Stir with a rubber spatula until melted and combined.

Pour caramel over the popcorn and stir all together. Add candy corn, then stir again. Transfer to your dish and with wet hands, press the mixture into your pan. Sprinkle with a few more pinches of kosher salt. Let cool completely before cutting into bars.