Cupcake Fail: Popcorn and Milk Dud attempt

Have you ever gone to the movies and gotten popcorn and milk duds? Maybe your friend got the popcorn and you got the milk duds and shared them? My friends and I used to do that very thing and if you've never had a bite of popcorn (extra butter) and milk dud at the same time you are missing out! Enter Ben, Mr. T and I's friend, and movie night at our house. After narrowing down what movie we wanted to watch he says "you know, we both have seen this movie, let's make cupcakes!"
That's when I got the idea to make a cupcake with the same sensations as my favorite movie treat.
My ideas aren't always the best.

So our basic idea came down to making a chocolate cupcake with caramel frosting and we would sprinkle popcorn over the top for fun. And we had the length of a Disney movie to make them in.

Ben was the only one that had made caramel before, so I put him on that duty.

The end product tasted fine without the popcorn but the caramel was hard, not frosting like and didn't spread well. I don't think the popcorn had enough butter.