1/2cuppopcorn kernelsor 2 bags of microwave popcorn
1/2cupbutter
1/2cupbrown sugar
15marshmallows (regular)or 2 1/2 cups mini marshmallows
Instructions
Pop popcorn. Make sure you use a large bowl.
Melt butter and brown sugar together in a microwave safe bowl for 1 minute. Stir.
Add marshmallows and microwave in 30 seconds intervals (stirring in between) until melted and smooth (about 90 seconds).
Pour marshmallow caramel over popcorn and stir to coat evenly.
You can dig right in if you want the warm ooey-gooey popcorn, or wait about 10 minutes for it to slightly set up. This won't ever set up like baked caramel corn, it will always have a soft, chewy texture.