Ingredients

40 cups popped popcorn (2 cups kernels)

1/2 cup butter cut into pieces

1/2 cup honey

1 cup packed brown sugar

1 14 oz can sweetened condensed milk

5 oz marshmallows (about 20 large)

30 oz. semi-sweet chocolate, melted

cooking spray

Preparation

  1. Coat two baking sheets with cooking spray. Combine butter, honey, and sugar in a pot over medium heat. Cook, stirring with a wooden spoon. When mixture begins to boil, stop stirring and cook until dark amber around sides of pan, about 4 minutes. Remove from heat; stir in milk. Add marshmallows, stir until melted.
  2. Pour caramel over popcorn, mix with wooden spoon to coat. When cool enough to handle, after about 3 minutes, spray hands with cooking spray; shape mixture into 3-inch balls. Cool on baking sheets for 15 minutes.
  3. Drizzle with melted chocolate. When cool, store in dry plastic containers, or individually wrap (orange wrap is nice, if you can find it)