PREPARE the popcorn in a covered saucepan according to directions on the pack.
WHILST the popcorn is cooking combine the butter, VEGEMITE and water in a small saucepan and whisk over a low heat until smooth.
BRING to the boil then remove from the heat. Pour over the hot popcorn in the saucepan and stir continually over a low heat for 1-2 minutes until well combined.
POUR into a serving bowl and serve warm.