Step 1

Pop the popcorn kernels using an air popper into a large bowl.To separate the popcorn from the un-popped kernels, move the popcorn by the handful into a second large bowl.

Step 2

In a medium/large microwave safe bowl, combine marshmallows, brown sugar, and margarine.Place in the microwave for 30 seconds, then stir. Marshmallows will expand and then melt.Repeat this until the marshmallows are all melted and the mixture is more of a golden brown (about 4 times).

Step 3

Pour caramel mixture over the popcorn and stir until it's evenly coated. Feast!

Step 4

Notes

Step 5

For creamier & thicker caramel, double the margarine, brown sugar, and marshmallows but leave the amount of popcorn the same.