Start by popping enough plain, lightly salted popcorn to fill about 16 cups, ensuring to remove any unpopped kernels. Place the popcorn in a large mixing bowl.

In a large pot over medium heat, combine the mini marshmallows and ¼ cup of butter. Stir continuously for about 3-5 minutes until the mixture melts completely.

Carefully pour the melted marshmallow and butter mixture over the popped popcorn in the mixing bowl. Fold the popcorn and marshmallow together until every piece is coated.

Lightly butter your hands and take small handfuls of the coated popcorn mixture to shape into balls, roughly the size of a tennis ball. Place each on a lined baking sheet.

While the popcorn balls cool, melt the white candy melts according to the package instructions until smooth.

Once firm, dip the top of each ball into the melted white candy, ensuring each is evenly coated.

With the candy coating still warm, press candy eyeballs onto the tops of each popcorn ball, letting them set.