Add Smartfood^® Movie Theater Butter Popcorn to a large bowl.

Melt butter in a large saucepan set over low heat. Add marshmallows; cook, stirring, for 3 to 5 minutes or until completely melted. Stir in vanilla. Remove from heat.

Immediately stir in popcorn until coated. Divide popcorn among 3 bowls. Add one color of candy melts to each bowl, tossing to coat well.

With buttered or wet hands, shape popcorn mixture into 24 (2-inch) balls. Garnish with candy eyes and candies to make Halloween monsters. Let cool completely.