Preheat oven to 300°F. Place popcorn in large bowl sprayed with no stick cooking spray. Line 15x10x1-inch baking pan with foil. Spray foil with no stick cooking spray. Set aside.
Cook caramels, water and butter in large saucepan on low heat until caramels are melted, stirring frequently. Remove from heat. Stir in cinnamon and vanilla. Pour over popcorn; toss to coat. Spread evenly onto prepared baking pan.
Bake 15 minutes, stirring after 5 minutes. Spoon popcorn mixture onto wax paper-lined tray. Cool completely. Break into clusters.