Melt the butter in a large saucepan over medium heat.

Then put in your vanilla and marshmallows into the melted butter.

Be sure to stir until the marshmallows are melted and creamy.

Pour the marshmallow mixture over your Smartfood^® popcorn until fully coated and then allow to cool for 5 minutes.

Add ½ cup of your chocolate Halloween candies and candy corn.

Cut your popcorn into 10 sections.

Shape popcorn into balls.

Add rest of candies onto the outside of the popcorn balls.

Let the popcorn balls cool for an hour.