This has quickly become a favorite at our house. It is so delicious and addicting. For a special twist, I add food coloring occasionally and the kids go wild.
3 bags popped popcorn (I have an air popper and I use 2 batches of 1/2 cup kernals popped)
2 sticks butter
16 oz bag of marshmallows
1 cup brown sugar
Microwave butter, marshmallows, and brown sugar for 2 1/2 minutes. Take out and stir. Microwave for 1 more minute. Repeat until the sauce is smooth with no lumps. When finished, pour over popcorn and mix. Enjoy!