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Fudgy Marshmallow Popcorn

This sweet and chocolaty Fudgy Marshmallow Popcorn is air-popped popcorn coated in homemade fudge with chewy marshmallows everywhere. Prepare to be addicted!

Fudgy marshmallow popcorn served in a cup

Let’s just get this out of the way. This popcorn is ridiculous. Like really. It’s literally popcorn coated in fudge. There might seriously be something wrong with my brain.

Anyway I kinda thought it was time to get on back to my roots and serve you up some supremely trashy snack food. Because I have convinced myself that stuff like this and this is classy? I have no idea.

I will warn you though, this fudgy popcorn is one of those snacks that you will eat a handful of and think, “that was super good”… but then think, “that was also really strange…fudge and marshmallows and popcorn…” THEN you’ll be like, “did I REALLY like it? Let me have more just to make sure” and THENNN 35 handfuls later you’re like, “ok, I liked it and now there’s none left”.

Also, “I have a toothache.”

The end.

So basically what I’m saying is make it, you’ll like it.

How to Make This Chocolate Popcorn Recipe

Chocolate popcorn served in a bag

All you do is pop a big old bowl of popcorn…

Popcorn in a bowl

Boil together some evaporated milk, butter and sugar. Then add in some chocolate chips and marshmallow creme!

Pour it all over the popcorn…

Chocolate syrup served onto popcorn

Stir it up, add some more mini marshmallows (if you want) and then stir it some more, so every last piece is coated in fudge.

Fudge covered popcorn on a tray to cool

I mean, really. Look at that tray of fudgy popcorn.

Let it set up at room temperature, which takes about an hour-ish…

It will be sticky at first, but when it sets it’ll be dry to the touch so you can eat it without getting chocolate all over your hands… not that there’s anything wrong with that!

Fudgy popcorn ready to eat


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Fudgy marshmallow popcorn served in a cup

Fudgy Marshmallow Popcorn

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  • Author: Cookies & Cups
  • Prep Time: 15 minutes
  • Cook Time: 5 minutes
  • Total Time: 20 minutes
  • Yield: 4 quarts popcorn 1x
  • Category: Snacks
  • Method: Stovetop
  • Cuisine: American


This sweet and chocolaty Fudgy Marshmallow Popcorn is air-popped popcorn coated in homemade fudge with chewy marshmallows everywhere. Prepare to be addicted!


  • 1/2 cup unpopped popcorn kernels
  • 1 cup evaporated milk
  • 4 tablespoons butter
  • 2 cups granulated sugar
  • 1 cup semi sweet chocolate chips
  • 1 cup Marshmallow Creme
  • 1 teaspoon vanilla
  • 2 cups mini marshmallows


  1. Line a large half-sheet baking pan, or 2 baking sheets with parchment paper and set aside.
  2. Air-pop the popcorn using a popcorn maker into a large bowl. Set this aside also.
  3. In a heavy-bottomed pot combine the evaporated milk, butter and sugar. On medium heat bring the mixture to a boil and let it boil for 5 minutes, stirring frequently. Watch the pot carefully, as the mixture will bubble up a bit.
  4. Immediately remove the mixture from the heat and stir in the marshmallow creme, chocolate chips and the vanilla until it’s smooth.
  5. Pour the mixture on top of the popcorn and stir to coat. Add the marshmallows into the bowl and continue stirring until they are coated in the chocolate as well.
  6. Spread the popcorn out onto the prepared pan(s) and allow the chocolate to set up either at room temperature or in the refrigerator.
  7. Serve immediately or store airtight for up to 2 days.


  • Serving Size: 1 Scoop
  • Calories: 274
  • Sugar: 47.9 g
  • Sodium: 77.5 mg
  • Fat: 6.9 g
  • Carbohydrates: 52.2 g
  • Protein: 2.5 g
  • Cholesterol: 3 mg

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19 comments on “Fudgy Marshmallow Popcorn”

  1. Oh sweet lord! DO you think peanut butter or butterscotch chips will work? I think they miiiight and I’m in trouble!

  2. Coco in the Kitchen

    We’ve both got marshmallows on the brain! I just did a post about torched marshmallow frosting and now all I can think about is this s’mores popcorn of yours!

  3. This looks amazingly delicious and I can’t wait to make it!! Looks like a great rainy Saturday snack while glued in front of Netflix.

  4. This looks amazing! I was already planning on making fudge today. Why not add popcorn???!!! But you don’t think it will last longer than two days (my step-dad has a HUGE sweet tooth and I won’t see him until Saturday).

  5. Cookbook Queen

    So this is kinda genius. I have no doubt that I’ll love it, but I better try 58 handfuls just to be sure.

  6. Wow this popcorn looks amazing! Love that salty and sweet combo from the popcorn, chocolate and marshmallow cream! Will have to give this a try!

  7. Mmm that looks awesome! Definitely my kind of movie snack 🙂 Looks very chocolaty and delicious!

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