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Line large baking sheet with parchment paper, wax paper or a silicone baking sheet.Set aside.
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Add popcorn and pretzels to extra large bowl and set aside.
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Melt marshmallows, brown sugar, honey and butter in microwave or on the stove top, stirring often.
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Spray large spoon with cooking spray.
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Pour melted marshmallow mixture over popcorn and pretzels.
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Gently stir until fully incorporated.
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Spread popcorn mixture over baking sheet. Cool completely.
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Store in airtight container.