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Everything you need.

In a large bowl place 10 cups of Popcorn & sprinkle M&M's over the top.

In large sauce pan add butter, caramels, & marshmallows. Turn stove on; medium to medium low heat.

Start stirring until completely melted.

Almost done melting, keep stirring!

Looks just right.

Pour melted mixture over Popcorn & M&M's.

Stir together well.

Press into a 9x13 pre-greased pan. Let cool 2 hours before cutting.

Enjoy!