Air pop 1 and 1/2 cups popcorn kernels in an air popper machine or a microwaveable popcorn bowl and place it in a bowl. Remove any unpopped kernels.
In a saucepan, add 1/2 cup butter, 1 cup white sugar, 1 cup brown sugar, and 1 and 3/4 cup sweetened condensed milk. Stir constantly and let it boil for a minute.
Melt 2 cups chocolate chips in the meantime.
Coat half of the popcorn with the caramel mixture and the other half with melted chocolate. Spread them on wax paper and let them dry.
Once dried, transfer them to a serving bowl and serve!