1 stick of butter

1 cup Karo syrup

1 can sweetened condensed milk

2 ½ cups brown sugar


Stir constantly on medium heat until boiling.  Boil for 30 seconds, then take off the heat.

Pour over 5 bags of microwave popcorn (make sure the kernels are removed)

With a wooden spoon, stir from outside in until all of it is coated.



Add M&M’s and Candy Corn – as much as you would like.


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