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Popcorn Cake

As passed down from my Nana P to my mom to me.



1 pound M&M’s candies *
1 pound dry roasted peanuts
1 gallon popped popcorn (approximately 2 microwave bags) **
1 pound marshmallows
½ cup vegetable oil
½ cup margarine ***

* Holiday specific M&M’s make this a special treat for any holiday.
** Get as close to no butter popcorn as you can.
*** I rarely use margarine any more. However, my mom tried butter while living overseas where she couldn’t get margarine and it didn’t work so well.


You will also need:

Very large mixing bowl
Medium sauce pan
Heat-proof spoonula
Thermometer with candy setting
2 wooden spoons
Cooking spray (oil)
Angel food cake pan or Bundt pan



Pop popcorn and allow to cool. You may want to shake out the popcorn in a bowl to get all the un-popped seeds out.

In a very large bowl, place M&M’s, peanuts and popcorn in that order with M&M’s on bottom, peanuts on top of the M&M’s and popcorn on top of that.

In saucepan over medium heat, begin melting margarine and add oil and stir. Add in marshmallows and begin stirring while allowing the marshmallows to melt. Stir constantly with a heat-proof spatula/spoonula. Allow to boil until approximately 230ºF. The mixture will be translucent when coating the thermometer or against the bottom of the pan when you tilt it to the side.

You can do all of the above in the microwave. Just be very careful about the marshmallows expanding and overflowing your bowl.

Once the marshmallow mixture is finished cooking, pour it over the popcorn. With two wooden spoons, mix the hot marshmallow mixture into the popcorn and gradually incorporate the peanuts and M&M’s at the bottom of the bowl as the mixture cools a bit. Mix until all the ingredients are evenly distributed. (Or until at least mostly evenly distributed.)

Lightly spray angel food cake pan (or Bundt) and hands with cooking spray. Using hands, press the popcorn mixture down into the pan. This recipe will completely fill an angel food cake pan and fill a Bundt pan with a little left over. Allow the pressed cake to cool in the pan for a while (maybe 30 minutes to an hour) until the cake has set and firmed up.

Turn cake out on platter or cake taker that can be covered. You may have to lightly squeeze the pan to release it or you may use a hair-dryer on the outside of the pan to warm and release it. Continue to allow the cake to sit out and set up in open air at room temperature for another hour or so.

Use a sharp bread knife to slice the cake and eat it with your fingers. And eat some more… and some more… you get the idea.


Order of the ingredients is important to protect the M&M’s from getting too hot and melting with the heat of the marshmallow mixture.

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Reason #1,253 I dislike using a microwave.  I’ll use a stove-top and sauce pan thankyouverymuch.


Melt the butter, add the oil and marshmallows and mix while the mixture melts together and begins to boil.  Stir constantly.

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At about 230ºF the mixture will be translucent on the tip of the thermometer and it’s ready.

100_6784 Pour the marshmallow mixture over the popcorn and mix with two wooden spoons until ingredients are evenly distributed.  Press into pan until firmly packed and full.

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It’s a crowd pleaser.  At least it is in my family.