1 stick butter
1 c. brown sugar
1 c. packed with lg. marshmallows
4 qts. popped popcorn

Pop approximately enough popcorn to equal 4 quarts of popcorn.

Heat in a heavy pan - 1 stick butter, 1 cup brown sugar, 1 cup of packed large marshmallows. Cook on medium heat until mixture melts and becomes very fluffy. Stir constantly while heating mixture.