1 (16 ounce) package miniature marshmallows
1/4 cup butter, cubed
10 cups popped popcorn
1 1/2 cups salted peanuts
1 cup M&Ms plain chocolate candies (the red, white and blue ones if you can find them)
Place the marshmallows, caramels and butter into a large saucepan. Place pan over low heat and cook until all the ingredients have melted and is smooth. Place the popcorn in a 9X13 cake pan. Pour the marshmallow mixture over the popcorn. Use a rubber spatula to mix all together being sure to coat the popcorn well. You will have to do this quickly before the caramels start to harden again. Add the peanuts and M&M’s. Spread out evenly. Cool until firm.