1. Pop popcorn according to package directions. Air popped popcorn in best.
2. In a microwave safe bowl combine butter and brown sugar. Microwave until hot and melted together, stirring occasionally.
3. Add marshmallows and microwave until marshmallows are melted, stirring occasionally.
4. Pour over popcorn and mix until coated.
5. Store covered in a cool place, or form into balls and serve.
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