Pop 10 cups of popcorn and remove all of the un-popped kernels. Salt it and set aside in a large bowl.
Add 3 tablespoons of butter to a medium saucepan. Melt the butter on medium heat, stirring occasionally until the butter is completely melted.
Add 3 cups of mini marshmallows to the butter. Stir until the marshmallows are completely melted.
Take the marshmallow mixture off of the heat. Slowly pour about a third of the marshmallow mixture over the salted popcorn.
Gently fold the marshmallow mixture in with the popcorn. Continue to add the marshmallow mixture a bit at a time, stirring between each addition. The popcorn should be completely covered with the marshmallow mixture.
Pour the popcorn onto a cookie sheet covered with parchment paper.
Pour the candy corns, M&M's and sprinkles onto the popcorn. Allow the popcorn to cool. Break apart into pieces and serve. Enjoy!
