Gather the ingredients.

Place bacon in a large skillet and cook over medium-high heat, turning occasionally, until evenly browned, about 10 minutes. Drain bacon slices on paper towels; crumble and set aside.

Combine 1 cup Cheddar cheese, water chestnuts, celery, mayonnaise, 1/2 cup bacon, carrots, and chives in a large bowl; mix well.

Add popcorn and stir to coat. Sprinkle with remaining 1/4 cup cheese and bacon; serve immediately.

Enjoy!