1,2,3 Caramel Popcorn

Cammy, Kim and Kamree Carlson 
(a recipe the girls made and shared when they were in activity days with Nicole Roundy and I.  Its such a soft, perfect carmeled popcorn)

1 bag marshmallows
2 cubes butter or margarine
3 cups brown sugar
popped popcorn

Put popcorn in a large metal or heat safe bowl.  In a large saucepan melt marshmallows, butter and brown sugar until well blended.  Pour over the top of the popcorn.  Stir until the popcorn is coated.  ENJOY!