Once the caramel is ready, the process for these popcorn balls goes quick! Be sure to set your station up before hand so you're ready to go.

Set aside a wire rack or a baking sheet lined with parchment to place your popcorn balls once they're formed.

Additionally, keep some wet paper towels nearby at all times to wipe your hands as needed. Things are gonna get sticky!

For the Chocolate Spiders

1. Prepare a baking tray with parchment paper. If using a template, place the template underneath the parchment. Click here to download the spider template I used in this post. 
2. In a microwavable bowl, heat the chocolate on high in 15 second intervals, stirring between each interval until melted.
3. Assemble a piping bag with a small round tip and fill the bag with the melted chocolate.
4. Pipe out spider shapes on top of the parchment paper.
5. Place the tray in the freezer to chill and harden the chocolate.

For the Popcorn

I find it's best to make the popcorn in smaller batches to avoid burning.

1. Place a baking sheet aside.
2. In a medium pot, add 1 ½ tbsp of the oil and heat over high heat.
3. When the oil is hot, add ¼ c of unpopped popcorn kernels.
4. Place the lid on top (you can also use a sheet of aluminum foil) and swirl the pot around to keep the kernels moving.
5. Once the popcorn has popped, pour out on the baking sheet.
6. Repeat this process 2 more times until all the popcorn is popped. Set all popcorn aside.

For the Caramel

1. In a medium pot, combine the ¼ c butter, all of the sugar and corn syrup. Stir well and bring the mixture to a boil over medium heat.
2. Once the mixture reaches this stage, add in the sweetened condensed milk and do not stop stirring.
3. Insert a candy thermometer and heat to 238° F (114° C). Remove from the heat.
4. Continue to stir the mixture as you add the vanilla extract. The caramel should bubble up quickly once the extract is added and the alcohol will burn off.
5. Continue to stir until the mixture is no longer bubbling.
6. Pour over the popcorn and use two large spoons or spatulas to toss the caramel and coat the popcorn evenly.

To form the popcorn balls

1. Immediately after coating the popcorn with the caramel, begin to form the popcorn balls.
2. With the remaining ½ tbsp of butter, rub a dab of butter between your hands to ensure the caramel doesn't stick to your hands.
3. Grab a small handful of the caramel popcorn and begin to form into a ball. No need to squeeze too hard, the popcorn will gently form into a ball.
4. Once made, set aside on your wire rack or prepared baking tray.
5. Repeat steps 2-3 until all the popcorn balls are made.

For the Marshmallow Webs

1. Place the marshmallows in a microwaveable bowl. Microwave on high for 45 seconds to 1 minute, until they puff up and fill the bowl.
2. Give the marshmallows a stir- they should turn into a creamy mixture.
3. Dip the tips of your fingers into the marshmallows and bring your hands together. Pull them apart to reveal long strands of melty marshmallow.
4. Drape and stretch the strands of marshmallow over the popcorn balls individually.
5. Repeat until all of the popcorn balls are coated in the marshmallow webs.

Finishing off the Spooky Popcorn Balls

1. While the marshmallow is still warm, place a chocolate spider or candy eyes on the popcorn balls.
2. Allow finished balls to set uncovered for 1 hour.
3. Best consumed same day.