1/2 c. unpopped popcorn
1 (16 oz.) bag sm. marshmallows
1/2 c. butter

Lightly butter a 9 x 11 glass dish with butter. Pop the popcorn and set it aside.

In a large microwave-safe bowl melt the butter and the marshmallows in the microwave at the HIGH setting for 4 minutes, stirring every minute until melted.

Pour small amounts of popped corn into the marshmallow creme mixture until it is at the desired consistency. Pour the mixed ingredients into the lightly buttered glass dish and smooth out with a spatula. Refrigerate for at least 15 minutes.