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1. Preheat oven to 275 degrees F. Grease a large shallow roasting pan; set aside. In a bowl, combine popcorn and sunflower kernels; set aside.
2. In a large saucepan, combine butter and chocolate. Heat and stir over medium-low heat until melted. Stir in marshmallows; heat and stir until melted and smooth. Remove from heat. Stir in vanilla.
3. Pour chocolate mixture over popcorn mixture; stir to coat. Spread popcorn mixture in the prepared pan.
4. Bake about 20 minutes or until crisp, stirring once. Cool in pan on a wire rack. Break mixture into pieces.