Fall is finally here, and that means the end of bathing suit season! What better way is there to celebrate than with chocolate? And caramel? And peanuts? And popcorn? Exactly–there isn’t.

So light some pumpkin scented candles, throw open your windows and kick off fall with some delicious, sinful goo-goo clusters, and smile smugly about the fact that you can guiltlessly eat three (or four) without worrying about string bikini jiggle.

You will need:

1 bag of classic caramel squares (not the hard candy)

3 Tbsp. butter

2 Tbsp. water

2 bags light butter microwave popcorn

1 cup peanuts, lightly salted

1 cup mini semi-sweet chocolate chips

Cinnamon, to taste

Get Poppin’

1. Set your oven to 300 degrees.

2. In a large pot, heat caramel, butter and water on low to medium until melted, stirring occasionally, until smooth. The mixture will be smooth and drizzly (mmm) when it’s ready. Tip: peel all your caramels BEFORE you turn the stove on…I learned the hard way, and ended up with burnt caramel.

3. While your caramel melts, start popping your popcorn.

4. When caramel is melted, turn heat to low.

5. Cover a baking sheet with aluminum foil. On it, combine your pop corn with the peanuts and chocolate chips. The chips will turn slightly gooey (in a completely delicious and mouthwatering way), so fight the urge to eat it all immediately.

6. Drizzle your caramel mixture over the entire mixture with a spoon, occasionally stirring the mixture to make sure it’s evenly coated.

7. Sprinkle the whole mixture with cinnamon, then pop the baking sheet into your oven (it should be done pre-heating) and set the timer for 15 minutes.

8. Your entire apartment, at this point, will smell like heaven, chocolate, magic, David Beckham’s pillow (at least what I think it smells like) and sweet, sweet caramel. I give you permission to peek in on your concoction every few minutes to make sure when it’s ready.

9. When the chocolate is evenly melted, take the sheet out of the oven. Make sure it’s totally cooled for about 10 minutes (agonizing, I know) then break into small clusters and spread out on another sheet of aluminum, or wax paper if you have it handy. Let it cool for about 5 more minutes.

And voila! You have perfect caramel popcorn goo-goo clusters to enjoy!