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“One of our favorite munchies. It is caramel marshmallow corn, so it stays soft and chewy. I'm not sure that I would use microwave popcorn as it disintegrates easy and might not be able to hold up to the caramel well..I usually just buy a bag of popped buttered popcorn.”
8 cups

Ingredients Nutrition

  • 2 quarts popped popcorn, we usually use pre popped and buttered (I'm sure it would be fine with fresh plain popped corn, it just won't be as buttery)
  • 12 cup butter
  • 12 cup brown sugar
  • 3 cups mini marshmallows


  1. Stovetop: Place butter in a pot and melt on medium heat.
  2. Add sugar and heat while stirring until sugar dissolves and comes to a boil (make sure it does not scorch, stir often) let boil one minute.
  3. take off heat and add 1/2 of marshmallows, stir and then add remaining marshmallows, stir until melted (turn heat on med/low if you need more heat to melt them-be patient, do not boil-).
  4. Place 1/2 popcorn in a 3 quart or large container and pour 1/2 carmello mix on top, add the rest of popcorn and carmello. Mix well with a wooden spoon or spatula.
  5. Microwave: Place brown sugar and butter a large microwavable bowl, microwave for 2 minutes on high.
  6. Add one cup marshmallow and stir; cook one minute more.
  7. Add remaining marshmallow an cook one more minute, stir until dissolved and creamy.
  8. Immediately pour over popped corn and combine with a spatula or wooden spoon.
  9. If desired, with buttered hands form into popcorn balls immediately.
  10. Enjoy.

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