- 12 cups freshly popped popcorn, lightly salted and cooled
- 1/2 cup (1 stick) unsalted butter
- 1/2 cup packed light brown sugar
- 12 standard-size marshmallows
The popcorn provides a light, crunchy base with plenty of crevices for caramel to cling to. Butter and brown sugar melt into a quick caramel that tastes rich and slightly toffee-like, while marshmallows melt into the mixture, giving it a glossy finish and soft, chewy texture that sets just enough to hold clusters without turning brittle.
Step-by-Step Instructions
Prep the Popcorn
- Place the freshly popped popcorn in a large heat-safe mixing bowl.
- Carefully pick out and discard any unpopped kernels so nobody bites into a hard piece. Set the bowl aside.
Make the Caramel Base
- In a medium saucepan over medium-low heat, melt the butter.
- Stir in the packed brown sugar and cook for 1–2 minutes, stirring constantly, until the mixture is smooth and just beginning to bubble around the edges. Avoid a hard, rolling boil—you want a gentle simmer so the sugar dissolves without scorching.
Melt in the Marshmallows
- Reduce the heat to low.
- Add the marshmallows to the saucepan and stir continuously with a heat-resistant spatula or wooden spoon.
- Continue stirring for about 2–3 minutes, until the marshmallows are completely melted and the mixture looks glossy and uniform. It should coat the back of a spoon smoothly with no lumps.
Coat the Popcorn
- Immediately pour the warm caramel-marshmallow mixture over the prepared popcorn.
- Working quickly, gently fold and turn the popcorn with a spatula, lifting from the bottom of the bowl so you don’t crush the kernels.
- Keep tossing until all the popcorn looks evenly glazed; scrape along the sides of the bowl to catch any extra caramel.
Cool and Serve
- Spread the coated popcorn in a single layer on a parchment-lined baking sheet.
- Let it cool at room temperature for 15–20 minutes, or until the coating is set and firm to the touch but still pleasantly chewy.
- Break apart any large clusters, transfer to a serving bowl, and enjoy. Store leftovers in an airtight container at room temperature.
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