Add popcorn to bowl. Pour 13-16 cups popped popcorn into a large bowl.
Melt butter and marshmallows. Melt 1 cup butter and 16 ounce mini marshmallows in a large pan over medium-low heat.
Add brown sugar then coat popcorn. Once the butter is melted, stir in 3/4 cup brown sugar until it is dissolved (only about 1 minute). Then remove from heat and add 1/2 teaspoon vanilla if desired. Let sit a minute and then pour over the bowl of popcorn. Stir until the popcorn is completely coated. Add more popcorn until desired texture is reached.
Spread on wax paper. Then spread out onto wax paper and sprinkle with salt or M&M’s if desired.
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