Easy Caramel Popcorn

Directions

1. 1
   Preheat oven to 300F.
2. 2
   Place caramels, butter and 1 Tbsp.
3. 3
   water in large heavy saucepan; cook on low heat until caramels are completely melted, stirring frequently.
4. 4
   Combine popcorn and peanuts in large bowl.
5. 5
   Add caramel mixture; toss to evenly coat.
6. 6
   Spread onto large greased baking sheet.
7. 7
   Bake 10 min.
8. 8
   ; stir.
9. 9
   Bake an additional 10 min.
10. 10
    Spoon onto sheet of wax paper; cool completely.
11. 11
    Break apart into clusters.