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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.