1. In dutch oven, bring sugar, corn syrup and butter to a boil; boiling 2 minutes.

2. Stir in pumpkin pie spice, vanilla, salt and food coloring (if desired), mixing until evenly colored.

3. Add popcorn and toss until evenly coated.

4. Spread popcorn mixture in a single layer on greased sheets of foil, allowing it to cool and harden.

5. Break into bite-sized pieces and mix with candy corn in a wide shallow bowl; set aside.

6. To make spiders, cut licorice into 2-inch lengths.

7. Starting at one end, make four cuts to make legs.

8. Repeat cuts at opposite end.

9. Leave about an inch in center uncut.

10. Gently pull legs apart and curl down.

11. Push wooden pick through center of body, leaving about an inch exposed on top.

12. Push one gumdrop onto exposed pick to make a body.

13. Using writing tip of decorating icing, squeeze two small dots of icing into gum drops.

14. Press jaw-breakers into icing to make eyes.

15. Place "spiders" and worm-shaped candies in popcorn.

16. Remove wooden picks before eating.

17. Makes 4 quarts.

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