- 1 (16-oz.) bag mini marshmallows
- 20-25 caramels, unwrapped
- 1/2 stick butter
- 10 cups popped salted popcorn, no un-popped kernels
- Pan spray
Melt butter and marshmallows in a saucepan over low heat. When marshmallows are melted, add caramels. Stir once or twice, then remove from heat and let sit in a warm spot for 5-7 minutes.
Stir until caramel swirls into the marshmallows, leaving streaks and chunks of caramel. Spray a Bundt pan or 9x13-inch baking dish very well with pan spray.
In a large bowl, pour melted marshmallows and caramel over popped popcorn. Gently toss until well coated. Transfer to prepared pan.
Use a sheet of parchment or wax paper to gently press coated popcorn into pan. Let cool for at least one hour. Invert pan onto a cutting board and let sit until the cake releases (this might take a minute, but as long as the pan is well greased it will come out). Cut with a serrated knife to serve.
Try stirring in your favorite candies or nuts, or top with drizzles of melted chocolate.