POPCORN STARLETS

• 1 1/2 quarts popped corn
• 1 package (14 ounces) light caramels, unwrapped
• 3 tablespoons half and half
• 1 tablespoon rum flavoring
• 48 pecan halves
• 1/2 cup read made chocolate fudge frosting

Place popped corn in large bowl. In medium saucepan over low heat, melt caramels, half and half and butter, stirring frequently. Remove from heat. Stir in rum flavoring. Pour caramel mixture over popped corn; toss well. Arrange pecan halves in groups of 3 on greased baking sheet. Working quickly, spoon heaping tablespoonful of pop corn mixture onto the center of each pecan group. Spoon frosting into small saucepan; place over low heat until softened. Spoon over each mound of popcorn mixture. Store in a cool place.