Lightly coat a large microwavable bowl with cooking spray and then place the marshmallows in the bowl. Heat for 1 minute in the microwave, stir, and continue heating for additional 30 seconds until all of the marshmallows have melted and are smooth. Tip: lightly coat your spoon with cooking spray to prevent sticking.

Stir in vanilla extract.

Add 9 cups of popcorn and gently stir to coat the popcorn in marshmallow. Place approx. 2 ft. strip of wax paper on the counter. (Alternatively, you can spread the popcorn over the wax paper and pour the melted marshmallows over the popcorn, gently tossing to coat.) Spread the coated popcorn over the wax paper.

Evenly distribute colored sprinkles over the popcorn.

Break small chunks of cotton candy off (approx. 1 in. in diameter) and place throughout the popcorn. Allow the popcorn to sit and cool.

In a small microwavable bowl, place 3 oz. of desired color candy melt. Melt in 30 second intervals, until the candy is smooth and melted. Place 1 cup popcorn in the bowl and gently toss to coat. Spread over wax paper, and allow to cool and harden. Repeat with remaining popcorn and candy melts.

Once the marshmallow and candy melt popcorn has cooled and hardened, gently break apart any large pieces. Combine the colored candy melt popcorn with the marshmallow popcorn.

Place in a large bowl and enjoy!