1/2 c. popcorn
1 stick butter
1 c. brown sugar
1/2 tsp. vanilla
20 to 24 lg. marshmallows

Pop popcorn in peanut oil. Melt butter and brown sugar in heavy pan. Cook slowly until sugar is smooth, not grainy. Add vanilla and remove from heat. Add marshmallows to syrup and stir until marshmallows melt. Pour over popped corn and stir and toss gently until all corn is coated.