1Pop popcorn and put into a large roasting pan or 2 large mixing bowl, set aside.
Melt butter in a large saucepan over medium heat;stir in sweetened condensed milk, vanilla, sugar, salt and orange zest.
2Bring mixture to a boil, stirring frequently. Boil mixture for 1 1/2 minutes, stirring constantly.
Remove from heat.
Add marshmallows and chips, and stir until melted.
3Mix in orange extract. Divide mixture evenly over the popcorn and toss with buttered spatula to coat. Let set 20 minutes.