8 Marathon bars, cut up
1 1/2 c. M&M'S® peanut candies
8 c. popped popcorn
3 tbsp. water

In a medium saucepan, combine candy and water. Melt over low heat, stirring until smooth. In a large mixing bowl, combine peanut candies and popcorn. Pour melted chocolate over popcorn. Stir quickly to coat evenly. With well-buttered hands, shape into balls and place on waxed paper.