Pop the popcorn and remove any unpopped kernels.  Place 9 cups of the popcorn in a large mixing bowl.

Add the marshmallows to a microwave safe bowl.  Microwave in 30 second intervals, stirring after each interval, until melted and smooth.

Pour the melted marshmallow mixture on top of the popcorn and gently toss to coat the popcorn in the melted marshmallows.

Then spread the popcorn out on a baking sheet lined with wax paper.

Sprinkle the sprinkles on top.  Break the cotton candy into small pieces and place it throughout the popcorn as well. Allow the popcorn to sit at room temperature until the marshmallow mixture cools.

Divide the remaining popcorn evenly into 3 small mixing bowls.

Melt each color of the candy melts in separate bowls by microwaving them in 30 second intervals, stirring after each interval, until melted.

Pour each color over the popcorn in small bowls and gently toss to coat.

Spread the colored popcorn onto a baking sheet lined with wax paper to cool.

Break apart the marshmallow coated popcorn into small pieces.  Gently stir in the colored popcorn.

Then the popcorn is ready to serve and enjoy!