Preheat oven to 250ºF. Place caramels, sugar, cream, and water in small saucepan over medium heat. Heat to boiling, stirring frequently, until the sugar is completely dissolved, 5 to 8 minutes. Spray bottom of 13“ x 9“ baking dish with nonstick cooking spray. Spread popcorn, cashews, and almonds on bottom. Pour caramel mixture over popcorn mixture. Use fork to coat evenly. Place dish in oven for 30 minutes. Prepare cookie sheets with nonstick cooking spray. Use spoons and waxed paper to form popcorn mixture into medium-size clusters. Place on prepared cookie sheets. Let set for at least one hour before serving. Store at room temperature in tightly covered container.
Makes about 2 dozen.