Popcorn isn't that bad for carbs. the problem is they are very high GI carbs. Read up on the glycemic index and the glycemic load. When you are in the later stages of OWL and premaintanance, an occasional small serving of popcorn should be ok. Remember a serving of popcorn though (if I remember right) is only a cup. The movie theaters usually have about 10 servings or more a bag.