In another medium, non-stick pan, add the caramel ingredients.
Cook over medium heat without stirring. You can gently swirl the pot if you think it's needed, but you reallly shouldn't.
The liquid will slowly turn to a light honey colour after 5-7 minutes, and quickly get darker.
You should be using a high-temp thermometer, and remove from heat at 300F. You can test by dropping a spoonfull into a bowl of cold water. It should break like glass, and have just a little elasticity.
Move the pan to an element on low to keep the caramel liquid.