Ingredients

12cupspopcorn

½cupbutter

½cupbrown sugar

12marshmallows,the big ones. NOT miniature

Preparation

Place popcorn in a large mixing bowl. Make sure there are no unpropped kernels. Set aside.

Place butter and brown sugar in a medium sauce pan over medium heat. Heat and stir until just melted. Add the marshmallows and keep stirring until melted and smooth.

Pour caramel over the popcorn and gently mix with a rubber spatula until evenly coated.