Combine marshmallows, 1/2 c. butter and salt
in a medium saucepan.
Cook over med. heat, stirring often, until
marshmallows and butter are melted.
Remove from heat; stir in vanilla.
Pour over popcorn in a large bowl; toss to combine.
Form popcorn mixture into small 1" 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 c. butter and
cream in a medium saucepan over medium-low heat.
Roll popcorn balls in chocolate, one at a time,
to completely cover. Let harden on wax paper.
Makes 3 dozen.
Nutrients: 180 cal., 1.8g protein, 18g carb.,
12g fat (57% total calories), 13 mg cholesterol,
1.8g fiber, 85mg sodium.