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Butterscotch and Marshmallow Popcorn Cake

The perfect mix of salty popcorn, sweet chocolate and a touch of butterscotch will make this football cake the winner on game day.MORE+LESS-


bag of microwave popcorn, popped (about 10 cups, any variety but salted is suggested)


cup butterscotch morsels


16-ounce bag (about 5 cups) mini marshmallows


tablespoons (1/2 stick) of butter


can (16 ounces) Betty Crocker™ Rich & Creamy chocolate frosting

Betty Crocker™ white decorating icing

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  • 1

    Place the popped popcorn and butterscotch morsels in a large mixing bowl and set aside.

  • 2

    In a separate, large microwave-safe bowl, place the marshmallows and butter. Microwave the marshmallows and butter for 1-1/2 to 3 minutes or until the marshmallows get very puffy. Stir the marshmallow mixture until smooth and fold into the popcorn mixture.

  • 3

    When cool, use your hands to shape the mixture into a football. Place the football on a serving plate, laying strips of parchment or wax paper under the edges of the football to catch any extra frosting.

  • 4

    Empty the can of frosting into a microwave-safe bowl. Microwave for 15 to 20 seconds, until the frosting is pourable but still thick. Pour several spoonfuls of frosting on the top of the football and let it slowly fall down the sides. Continue adding spoonfuls, encouraging the frosting with a spatula, until the whole football is covered. You might not use all of the frosting.

  • 5

    Let the frosting set well, at least for 1 hour. Gently remove the strips of parchment. Use the white decorating icing to pipe the lines for the laces and markings.

Expert Tips

  • Have parchment paper or wax paper on hand to assist with this recipe.

Nutrition Facts

Serving Size: 1 Serving
Calories from Fat
% Daily Value
Total Fat
Saturated Fat
Trans Fat
Total Carbohydrate
Dietary Fiber
Vitamin A
Vitamin C

0 Starch; 0 Fruit; 4 1/2 Other Carbohydrate; 0 Skim Milk; 0 Low-Fat Milk; 0 Milk; 0 Vegetable; 0 Very Lean Meat; 0 Lean Meat; 0 High-Fat Meat; 3 1/2 Fat;

Carbohydrate Choice

4 1/2

*Percent Daily Values are based on a 2,000 calorie diet.

More About This Recipe

  • Basically, this cake is a big ol' popcorn ball smothered in chocolate frosting. Quick, easy and fun!

    This no-bake cake is so crazy good – a magical combination of salty popcorn and sweet chocolate and just the right amount of butterscotch.

    Plus, it looks like a football! Please serve this after your game day chili. I would actually sit through an entire football game (match? whatever) just for a slice of this cake.

    All you need is a bag of popcorn, some marshmallows and butterscotch chips, a bit of butter and some frosting. Oh, and a microwave.

    So crazy good.

    Pop a bag of popcorn (not snack size, the regular kind). You can use any flavor you like. I used salted, because salt goes so well with sweet stuff. Take out any unpopped kernels. You should be left with about 10 cups of popcorn. Pour it into a huge bowl and toss in the butterscotch chips. Now set that aside.

    Put the mini marshmallows and butter in a big, microwave-safe bowl. Microwave for 1 1/2 to 3 minutes, or until the marshmallows puff up like mad. Hence, why you're using a BIG microwave safe bowl.

    Stir the marshmallow mixture quickly until it’s smooth. It will reduce considerably. Then scrape all that good stuff into the popcorn mixture.

    Mix with a spatula (gently but thoroughly) until all the ingredients are combined. You’ll notice a lot of the butterscotch chips will start melting a bit and getting kind of gooey. This is good, that’s what you want. And those that don’t get gooey? That’s okay too. You want some of those in there.

    Now here’s the fun part! Get in there with your hands (I wet my hands a bit first so they wouldn’t stick) and shape the mixture into a football. It’s not hard at all, I promise.

    Move the football to your serving plate. Place strips of parchment or wax paper under the edges of the football to catch any extra frosting.

    Empty a can of frosting into a microwave-safe bowl and microwave for 15 to 20 seconds until the frosting is pourable but still thick.

    Pour several spoonfuls of frosting on the top of the football and let it slowly fall down the sides. You might not use all of the frosting.

    You can also skip the microwave part for the frosting and just spread the frosting on with a knife, but I find it’s quicker and easier to coat a cake with frosting this way.

    The texture of the cake will be bumpy from the popcorn beneath, but aren’t footballs kind of bumpy, too? I wouldn’t know.

    Let the frosting set for at least an hour, then gently remove the strips of parchment.

    Use the white decorating icing to pipe the lines for the football.

    Then, keep hands off this football until you’re ready to slice it up!

Popcorn Cake

Popcorn Cake is basically just like Rice Krispie treats but made with popcorn instead!

This is such a fun dessert to make for a small gathering, and if you happen to be making it for kids… they really seem to love it. Think about having it out at a casual party. You can slice it up ahead of time so the slices are displayed and ready to grab and eat. This is a dessert you can pick up and eat with your hands, so that works out great!

With the sprinkles and marshmallow, I consider this to be a funfetti Popcorn for sure! Let me share some fun occasions where I would serve this popcorn!

  • Birthday parties
  • Holidays (swap out the color of sprinkles to fit the theme)
  • Weekday snack
  • Packing in kids lunch for a sweet treat
  • Gifting goodies to loved ones

Never a wrong time to make funfetti popcorn. Popcorn snacks like this work in any and every occasion.


  • butterscotch chips
  • creamy peanut butter
  • butter
  • mini marshmallows
  • walnuts
  • shredded coconut

It’s a quick recipe that comes together within 5 minutes and probably takes about an hour to set before you can cut them into bars. But you can speed up the cooling time by sticking the bars in the fridge! Or if you’re a midwesterner, you can put them in your garage or on your porch, which acts as a second fridge all winter season.

Expert Tips and FAQS

We make our popcorn from scratch on the stove – nothing is better than that in our opinion. You can find all the tips and tricks you need to make the perfect popcorn right here. You can also use Microwave popcorn but you should use a type that has no butter flavoring added.

The contrast of sweet and salty in this popcorn recipe is super yummy. To get that combination you should lean towards over-salting the popcorn. We try to salt the popcorn as soon as it comes out of the pan so that salt sticks to the hot popcorn.

Our family loves this popcorn so it has never lasted longer than a day at our house. This popcorn definitely tastes the best right after it is made but will keep for a few days in an airtight container. The popcorn is a little chewier the next day because the popcorn absorbs some of the moisture from the marshmallow mixture but it still tastes good.