Preheat your oven to 200 degrees.

Pop your popcorn. I did mine on the stove old school style!

Place your popcorn in a large roasting pan.

Now in a large saucepan combine your butter, brown sugar, and corn syrup.

Over medium-high heat bring this mixture to a boil. Keep it at a boil for about 5 minutes.

Let it stand until the chocolate melts. Stir it occasionally.

Once it is melted stir until smooth.

Now pour this over your popcorn, toss it gently with a wooden spoon to coat it all evenly.

Place in the oven and bake for 30 minutes. Stir it occasionally.

Remove from oven and transfer popcorn to parchment paper to let it cool down.

Place a medium saucepan over medium-high heat, combining sugar and ¼ cup warm water. Stir until the sugar dissolves. Takes 2 to 3 minutes.

Bring the syrup to a boil and do not stir, let it start to caramelize. You can gently swirl the pan to help it start to brown.

You watch, not stirring until it turns an amber colour.

Now remove from the heat, add cold butter.

Now add the vanilla and the salt. Stir this until it's smooth.

Let the caramel cool for about 15 minutes.

Place your dried Turtle popcorn in a large roasting pan.

Now take your cooled caramel sauce and pour it over top the popcorn.

Mix with a wooden spoon.

Now top with Skor Toffee Bits and crushed pecans. Mix gently again.

Now transfer this on to a parchment lined cookie sheet to let it dry.

(If you are pressed for time and want it to try quickly place the popcorn in a 200 degree oven for 30 minutes. I personally did not want to do this as I wanted my toffee bits crunchy and not melted.)

Once dry you can serve this with a big old Turtle smile!