Preheat oven to 250 degrees. Pop popcorn into a very large bowl, remove any unpopped kernals. Melt butter in a medium saucepan over medium heat.
Stir in brown sugar, corn syrup, cinnamon, nutmeg, ginger, cloves and salt. Bring mixture to a boil and allow to boil 4 minutes without stirring.
Spread popcorn onto a large rimmed cookie sheet and bake in pre-heated oven 1 hour, stirring popcorn every 15 minutes.
Allow to cool completely then in a microwave safe bowl, melt white chocolate on 50% power in 20 second intervals, stirring after each interval until melted and smooth.
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