Instructions

1. Pop 10 cups of popcorn and remove all of the un-popped kernels. Salt it liberally and set it aside in a large bowl.
2. Add 3 tablespoons of butter to a medium saucepan.  Melt the butter on medium heat, stirring occasionally until the butter is completely melted.
3. Add 3 cups of mini marshmallows to the melted butter.
4. Stir until the marshmallows are covered in the butter, and then continue to stir until the marshmallows are completely melted.
5. Take the marshmallow mixture off of the heat as soon as the last marshmallow has melted.
6. Slowly pour about a third of the marshmallow mixture over the salted popcorn.
7. Gently fold the marshmallow mixture in with the popcorn.  Continue to add the marshmallow mixture a bit at a time, stirring between each addition. The popcorn should be completely covered in the warm marshmallow mixture. 
8. Now pour the popcorn onto a cookie sheet covered with parchment paper, foil, or a Silpat liner. Use the spatula to even the popcorn out on the cookie sheet.
9. Once the popcorn is covered in marshmallow mixture it is time to add the candy.  But don’t wait too long. You want the marshmallow mixture to still be warm and sticky so the candy and sprinkles will stick to it. Sprinkle the candy onto the popcorn.  We decorated our popcorn with Candy Corn, Yellow and Orange M&M's, and a liberal sprinkling of Sprinkles.
10. Allow the Candy Corn Popcorn to cool. Break apart into pieces and serve.