Place popped popcorn in a large mixing bowl and set aside. In a medium-sized sauce pan combine marshmallows, vanilla, corn syrup, butter, water and powdered sugar. Cook, stirring constantly until mixture comes to a boil. Remove from heat and pour over the popcorn, stirring until all the popcorn is coated.

Grease hands with vegetable shortening and quickly divide into ⅓ cup portions, placing on a lined baking sheet. Once all the popcorn is divided into portions, form into balls and gently press into a “cookie” shape. Let cool.

Melt white chocolate candy coating in the microwave, stirring every 30 seconds until melted. Dip just the tops of each cookie into the chocolate and place chocolate side up on the lined baking sheet. Decorate with a top hat made of a mini peanut butter cup and chocolate wafer glued together with chocolate, mini chocolate ships for eyes and mouth, and an orange candy for a nose. Let stand until chocolate is firm and serve.