3 Tablespoons Canola (or Vegetable) Oil
1/3 Cup Popcorn Kernels
1/2 Cup Butter
1/2 Cup Brown Sugar
15 Large Marshmallows
In a large (4-quart or larger) pot, heat the oil over medium heat. Add popcorn kernels and cover with a lid. As soon as popcorn begins to pop, swirl the pan on the stove, holding the lid on, for about 2 minutes, until popping stops.
Pour popped corn into a large bowl. In a medium saucepan, melt butter over medium heat. Stir in brown sugar and marshmallows and cook and stir until marshmallows have melted and you have a smooth caramel sauce.
Pour caramel over popcorn and stir to coat evenly.