Ingredients:

  • 12 cups popped popcorn
  • ½ cup unsalted butter
  • ¼ cup packed light brown sugar
  • ¼ cup honey
  • ½ teaspoon vanilla extract
  • ¼ teaspoon salt
  • 6 ounces milk chocolate chips
  • 2 cups mini marshmallows
  • 6 graham crackers, broken into bite-sized pieces

Instructions:

  1. Prepare the popcorn using your preferred method (air-popped, microwave, or stovetop). Transfer to a large bowl.
  2. In a medium saucepan, combine butter, brown sugar, honey, vanilla, and salt. Cook over medium heat, stirring constantly, until the butter is melted and the mixture is smooth. Bring to a gentle boil and cook for 1 minute, stirring constantly.
  3. Pour the caramel mixture over the popcorn and toss gently but thoroughly to coat.
  4. Spread the popcorn mixture evenly on the parchment-lined baking sheet. Sprinkle chocolate chips over the hot popcorn. Let stand for a minute or two to allow the chocolate to soften.
  5. Sprinkle the marshmallows and graham cracker pieces over the melted chocolate.
  6. Warm a microwave for 30 seconds to melt the chocolate.
  7. Let the popcorn cool completely at room temperature. Once cooled, break it into bite-sized clusters.