Let’s make this sweet and chewy popcorn treat:

1. Prepare Popcorn and Baking Sheet:

• Place the 8 cups of popped popcorn into a very large mixing bowl. Ensure any unpopped kernels have been removed.
• Line a large rimmed baking sheet with foil or parchment paper. Lightly spray the lining with non-stick cooking spray. Set aside.

2. Start the Caramel Base:

• In a large saucepan, melt the butter over medium heat until it’s shimmering.
• Add the packed brown sugar and light corn syrup to the melted butter. Stir well to combine.
• Cook the mixture for about 2-3 minutes, stirring frequently, until it is beautifully blended, bubbly, and slightly thickened.

3. Melt in the Marshmallows:

• Turn the heat down to medium-low. Carefully add the large marshmallows to the hot caramel mixture.
• Continue stirring constantly until the marshmallows melt completely into the caramel, creating a smooth, gooey, and sweet mixture. This may take a few minutes; keep stirring to prevent sticking or scorching.

4. Add Vanilla:

• Once the marshmallows are fully melted and incorporated, remove the saucepan from the heat.
• Immediately stir in the vanilla extract until well combined.

5. Coat the Popcorn:

• Quickly pour the hot, luscious marshmallow-caramel mixture evenly over the popcorn in the large mixing bowl.
• Using a sturdy, heat-resistant spatula or spoon (lightly greased can help prevent sticking), get in there and stir everything around thoroughly until every piece of popcorn is evenly and generously coated. Work quickly as the mixture will start to set.

6. Cool and Set:

• Spread the sticky, coated popcorn goodness onto your prepared baking sheet with confidence, trying to spread it into a relatively even layer.
• Let the Marshmallow Caramel Corn cool completely at room temperature (at least 1-2 hours, or until no longer sticky and the coating has firmed up) before breaking it into pieces and enjoying.

A fun, slightly messy, and incredibly delicious process