1 gal. popped popcorn
1 cup of butter
1 cup of Brown Sugar
40 big marshmallows or 4 C. small marshmallows
In a big pot on the stove. Melt butter & stir in brown sugar until smooth. Add marshmallows & continue stirring over low/medium heat until all the marshmallows are completely melted & are smooth. Remove pot from heat & set aside.
Pour in popped popcorn into the marshmallow mixture in batches & mix slowly, making sure to coat all the popcorn before pouring more kernals in. Continue adding popcorn until all is gone & added in.