Old-Fashioned Marshmallow Soft Popcorn Balls
A Fall Festival Favorite
There’s something about popcorn balls that instantly takes me back to every fall festival I’ve ever loved. I can smell the kettle corn in the air, hay bales stacked high, and see the kids running around with sticky fingers and big smiles. Popcorn balls are right there at the top of my list of nostalgic fall treats—they’re simple, sweet, and a little bit old-fashioned in all the best ways.
These Old-Fashioned Marshmallow Popcorn Balls come together with just a handful of ingredients, and they taste like buttery, cozy happiness in every bite. They’re soft, rich, and easy to make—no candy thermometer required!
Why You’ll Love This Recipe
Quick & Easy: Just four ingredients and 20 minutes from start to finish.
Nostalgic Flavor: The browned butter adds a nutty depth that gives them that “old-time fall festival” flavor.
Kid-Friendly Fun: Perfect for fall festivals, bake sales, or a cozy night in.
Picture-Perfect: Mixing in extra mini marshmallows gives them a fun, textured look and even more gooey goodness.
Ingredients
3 bags buttered popcorn or about 10 cups (such as Pop Secret), popped
(Pick out any unpopped kernels—no one wants a cracked tooth!)
4 tablespoons butter, browned
5½ cups mini marshmallows (about ¾ of a 16 oz bag)
½ teaspoon vanilla extract
½ to 1 cup additional mini marshmallows, for mixing in
Just add vanilla extract to make the BEST, EASIEST soft popcorn balls EVER!
Instructions
Pop the popcorn.
Pop three bags of buttered popcorn and pour them into a large, wide bowl (not a deep one—a wide bowl makes mixing easier). Remove all unpopped kernels.
Brown the butter.
In a medium saucepan, melt the butter over medium heat until it turns golden and smells nutty, with brown bits forming on the bottom—this adds so much flavor! It will take about 5 minutes of constant, slow stirring, but it is definitely worth it to brown the butter instead of just melting the butter. Your butter is perfectly browned when little dark bits start forming in your pan.
Melt the marshmallows.
Turn the heat to low as soon as your butter browns. Add 5½ cups mini marshmallows to the browned butter. Stir and swirl for about 3 minutes, until fully melted and smooth. Remove from heat and stir in vanilla.
Combine.
Pour the melted marshmallow mixture over the popcorn and gently toss with a spatula until all the popcorn is evenly coated. Let the mixture cool a little before diving in with your hands. It takes about 3-5 minutes to cool to a good handling temperature.
Form the balls.
Lightly coat your hands with butter-flavored cooking spray (trust me—don’t skip this step!). Mix in the extra ½–1 cup of mini marshmallows as you shape the popcorn into balls. Kind of throw them in there right before you shape them. Do not compact your popcorn balls too tightly—use a gentle hand! You don’t want them so compact that no one can bite into them.
Cool and serve.
Place finished popcorn balls on parchment paper to cool. Wrap individually in plastic wrap or store in an airtight container for up to 3 days.
Melted butter is always a perfect start for any recipe!
The brown bits at the bottom of the pan mean you’re ready to melt marshmallows. This is the perfect look for browned butter.
Browned butter and marshmallow mixture poured over buttery popcorn—this is where the magic happens!
Tips for Perfect Popcorn Balls
Brown the butter well—that nutty aroma makes these irresistible.
Use a wide bowl to mix. It helps coat every kernel evenly.
Butter your hands or use cooking spray before shaping—sticky hands are a nightmare when forming these popcorn balls!
Add-ins? Feel free to sprinkle in candy corn, peanuts, or M&Ms right before shaping these for a fun twist.
Also feel free to add Halloween sprinkles on top for a festive fall party twist.
My kids love making popcorn balls with me—include your kids for a fun afternoon of treat-making. They’ll love shaping popcorn balls!
Remember: always take time to remove all unpopped kernels before placing into mixing bowl. No one needs to bite into one of those!
You can see those whole, unmelted marshmallow mix-INS that give these popcorn balls an extra layer of texture. So gooey and yummy!
Old-Fashioned Marshmallow Soft Popcorn Balls
Soft, chewy, and full of buttery marshmallow flavor, these old fashioned popcorn balls are a quick and cozy fall treat everyone will love.
Ingredients
Instructions
- Pop three bags of buttered popcorn and pour them into a large, wide bowl (not a deep one—a wide bowl makes mixing easier). Remove all unpopped kernels.
- In a medium saucepan, melt the butter over medium heat until it turns golden and smells nutty, with brown bits forming on the bottom—this adds so much flavor! It will take about 5 minutes of constant, slow stirring, but it is definitely worth it to brown the butter instead of just melting the butter. Your butter is perfectly browned when little dark bits start forming in your pan.
- Melt the marshmallows. Turn the heat to low as soon as your butter browns. Add 5½ cups mini marshmallows to the browned butter. Stir and swirl for about 3 minutes, until fully melted and smooth. Remove from heat and stir in vanilla.
- Pour the melted marshmallow mixture over the popcorn and gently toss with a spatula until all the popcorn is evenly coated. Let the mixture cool a little before diving in with your hands. It takes about 3-5 minutes to cool to a good handling temperature.
- Lightly coat your hands with butter-flavored cooking spray (trust me—don’t skip this step!). Mix in the extra ½–1 cup of mini marshmallows as you shape the popcorn into balls. Kind of throw them in there right before you shape them. Do not compact your popcorn balls too tightly—use a gentle hand! You don’t want them so compact that no one can bite into them.
- Place finished popcorn balls on parchment paper to cool. Wrap individually in plastic wrap or store in an airtight container for up to 3 days.
Nutrition Facts
Calories
114Fat
4 gSat. Fat
2 gCarbs
21 gFiber
0 gNet carbs
20 gSugar
14 gProtein
1 gSodium
50 mgCholesterol
10 mg
Serving Ideas
These make adorable fall party treats or classroom snacks, and they look festive wrapped in clear treat bags tied with twine or a Halloween ribbon. Pair them with a mug of apple cider for the ultimate cozy moment!