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Caramel Fluff Popcorn 1/2 cup brown sugar 1/2 cup butter 10 marshmallows 12 cups popped popcorn Microwave the brown sugar and butter for 1-1/2 to 2 minutes depending on your microwave. Add marshmallows and microwave until all are melted, another 1 to 1-1/2 minutes. Pour over the popcorn and stir with a wooden spoon that has been sprayed with non-stick cooking spray. Wait a few minutes for mixture to cool. Dig in and enjoy!