01 -
Pop the kernels using an air popper, stovetop pan, or microwave according to preference. Transfer the popped popcorn into a large bowl and discard any unpopped kernels.
02 -
Melt butter in a large saucepan over medium heat. Add brown sugar and corn syrup. Stir consistently until the mixture is fully combined and sugar dissolves.
03 -
Reduce heat to medium-low. Incorporate large marshmallows into the saucepan and stir continuously until melted and the mixture is smooth.
04 -
Remove the saucepan from heat and blend in vanilla extract thoroughly.
05 -
Immediately pour the hot caramel-marshmallow mixture over the popcorn and gently stir with a spatula until every kernel is evenly coated.
06 -
Transfer coated popcorn onto a large, foil-lined baking sheet lightly sprayed with non-stick cooking spray. Spread into an even layer and allow to set at room temperature for 10 to 15 minutes.
07 -
Once cool and set, break popcorn into clusters for serving. Store any leftovers in an airtight container at room temperature for up to 3 days.