½ cup unpopped popcorn kernels
1 cup evaporated milk
4 tablespoons butter
2 cups granulated sugar
1 cup semi sweet chocolate chips
1 cup Marshmallow Creme
1 teaspoon vanilla
2 cups mini marshmallows
Line a large half-sheet baking pan, or 2 baking sheets with parchment paper and set aside.
Air-pop the popcorn using a popcorn maker into a large bowl. Set this aside also.
In a heavy-bottomed pot combine the evaporated milk, butter and sugar. On medium heat bring the mixture to a boil and let it boil for 5 minutes, stirring frequently. Watch the pot carefully, as the mixture will bubble up a bit.
Immediately remove the mixture from the heat and stir in the marshmallow creme, chocolate chips and the vanilla until it’s smooth.
Pour the mixture on top of the popcorn and stir to coat. Add the marshmallows into the bowl and continue stirring until they are coated in the chocolate as well.
Spread the popcorn out onto the prepared pan(s) and allow the chocolate to set up either at room temperature or in the refrigerator.
Serve immediately or store airtight for up to 2 days.