Print Recipe


Prep Time30 mins
Total Time30 mins
Author: Butter With A Side of Bread


  • 1/4 cup butter
  • 1/4 cup oil the recipe calls for vegetable oil but I usually use coconut oil – I think you could probably replace this with butter also
  • 20 caramels unwrapped*
  • 2 1/2 cups mini marshmallows
  • 10 cups popped popcorn I popped about 1/3 cup of kernels in my air popper and it was the perfect amount
  • 1 cup M&Ms


  • Melt the butter, oil, caramels and marshmallows in a microwave-safe bowl, stirring every 45 seconds until fully melted and smooth.
  • Place 10 cups popped popcorn in a large bowl and pour caramel mixture over the top, stirring the popcorn until well coated. I usually wait a minute or two for the caramel to cool a little bit before adding the M&Ms so that they don’t melt too much.
  • You don’t want to stir a ton after adding the M&Ms or they will start to melt all over the popcorn.
  • Scoop the mixture into a greased bundt pan and let it sit until cool and firm (this only takes about 15-20 minutes).
  • Slice and enjoy!


*If you choose to use Caramel Bits instead of the wrapped caramels, use 1 cup in place of the 20 caramels.