Step 1: Prepare the Popcorn

If you’re popping fresh popcorn on the stovetop:

1. Heat 2 tablespoons of oil (like vegetable or coconut oil) in a large pot over medium-high heat.
2. Add ½ cup popcorn kernels, cover the pot, and let the kernels pop, shaking occasionally.
3. Once popping slows down, remove from heat and let it sit for a minute.
4. Transfer to a large mixing bowl, discarding any unpopped kernels.

💡 Beginner Tip: If using microwave popcorn, ensure it’s plain and unsalted for the best flavor balance. Remove all unpopped kernels to avoid an unpleasant crunch.

Step 2: Make the Marshmallow Coating

1. In a medium saucepan, melt 3 tablespoons of butter over medium heat, stirring occasionally.
2. Once the butter is fully melted, add 3 cups of mini marshmallows and stir constantly until they are completely melted.
3. Remove from heat immediately after the last marshmallow has melted to prevent burning.

💡 Pro Tip: Stir gently to avoid introducing air bubbles, which can make the mixture too sticky or chewy.

Step 3: Coat the Popcorn

1. Slowly pour one-third of the marshmallow mixture over the salted popcorn.
2. Using a spatula, gently fold the mixture, making sure each piece gets coated.
3. Repeat the process, adding the rest of the marshmallow mixture in small increments and stirring well between each addition.
4. Continue mixing until all the popcorn is evenly coated.

💡 Troubleshooting:

• Popcorn sticking together too much? Add the marshmallow mixture gradually and mix thoroughly before adding more.
• Too sticky? Lightly coat your spatula with nonstick spray before stirring.

Step 4: Transfer to a Baking Sheet

1. Line a cookie sheet with parchment paper, foil, or a silicone mat.
2. Spread the marshmallow-coated popcorn onto the sheet, using a spatula to even it out.

Step 5: Decorate with Candy & Sprinkles

While the popcorn is still warm and sticky, quickly add your toppings:

• ½ cup Red Pretzel M&Ms
• ½ cup Valentine’s Mix M&Ms
• A handful of mini marshmallows
• ¼ cup Valentine’s Sprinkles & 2 tbsp Confetti Hearts

💡 Pro Tip: If the marshmallow mixture cools too fast, gently press the toppings into the popcorn so they stick better.

Step 6: Let It Cool & Serve

1. Allow the popcorn to cool completely before breaking it into smaller pieces.
2. Serve immediately or store in an airtight container.

💡 Make-Ahead Tip: This popcorn stays fresh for up to 3 days at room temperature.