1 pkg (16 oz) miniature marshmallows
20 caramels
1/4 cup butter, cubed
10 cups popped popcorn
1-1/2 cups salted peanuts
1 cup red, white and blue milk chocolate M&M's
In a microwave-safe bowl, combine the marshmallows, caramels and butter. Microwave uncovered on high for 3 minutes or until melted, stirring occasionally. Place the popcorn in a large bowl; pour caramel misture over popcorn and mix well.
Stir in peanuts and M&M's. Press in to a well-greased loaf pan. Cool until firm. Remove from pan, cut with a serrated knife.