Instructions: Combine marshmallows, 1 stick of the butter and salt in medium saucepan. Cook over medium heat, stirring often, until marshmallows and butter are melted. Remove from heat; stir in vanilla. Pour over popcorn in large bowl; toss to combine.

Form popcorn mixture into small 1 inch balls. Place on baking sheet covered with wax paper. Let sit until completely dry, at least 2 hours or overnight.

Melt chocolate, remaining 1/4 cup butter and cream in medium saucepan over medium-low heat. Roll popcorn balls in chocolate, one at a time, to completely cover. Let harden on wax paper.

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