Valentine’s Day Popcorn Mix

Consider yourself warned: this candy-studded, marshmallow-sticky, caramel-flavored popcorn mix is impossible to resist. Make a batch for your Valentine, and a batch for yourself, if you must. You can also swap out candies and sprinkles for other holidays in other color schemes.


20 minutes



6 servings




  • 12 cups popped popcorn, picked over
  • 4 Tablespoons Challenge Salted Caramel Spreadable Butter
  • 2 cups mini marshmallows
  • ½ teaspoon fine salt
  • ¼ cup Valentine’s Day sprinkles
  • ½ cup pink chocolate candies (such as M&M’s)
  • ½ cup candy hearts


  • 1

    Line a baking sheet with parchment and set aside. Place popcorn in a large bowl; set aside.

  • 2

    Combine Challenge Salted Caramel Spreadable Butter, marshmallows, and salt in a large pot over low heat. Stir until melted and smooth.

  • 3

    Pour over popcorn and toss until completely coated. Working quickly, scrape popcorn out onto the prepared baking sheet and spread out into an even layer. Scatter sprinkles, chocolate candies, and candy hearts over top and press gently into the warm popcorn mixture to adhere.

  • 4

    Let cool completely. Tear off pieces and serve.

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