Spooky Popcorn Spider Web

Line round pizza pan with parchment paper; set aside. In large saucepan over low heat, melt butter; stir in 5 cups marshmallows, stirring constantly, 3-4 minutes, or until completely melted. Stir in vanilla. Remove from heat. Stir in 8 cups popcorn until coated. Spread onto prepared pizza pan in irregular round shape, about 1-inch thick, to resemble spider web. Refrigerate about 15 minutes, or until firm.

In microwave, melt remaining marshmallows about 20 seconds, or until melted. Using spatula, string strands of melted marshmallow over popcorn spider web to create cobweb effect.

In heatproof bowl set over saucepan of hot (not boiling) water, melt 3/4 cup chocolate chips; cool slightly. In large bowl of remaining popcorn, pour chocolate over popcorn, folding gently to coat. Spread mixture on waxed paper-lined baking sheet, separating into eight small clusters. Affix two candy eyes to each popcorn cluster. Refrigerate 10-15 minutes, or until set.

Melt remaining chocolate chips. Cut licorice into 1-inch lengths. Using small spoon, dab circles of chocolate onto spider web. Affix chocolate-coated popcorn onto chocolate circles. Affix licorice lengths to chocolate popcorn clusters to resemble spider legs.

Refrigerate 15 minutes, or until set. To serve, cut into smaller pieces.