- 1 (14 ounce) package KRAFT Caramels
- 3 tablespoons butter or margarine
- 12 cups air popped popcorn
- 1 cup PLANTERS COCKTAIL Peanuts
- Preheat oven to 300 degrees F. Place caramels, butter and 1 Tbsp. water in large heavy saucepan; cook on low heat until caramels are completely melted, stirring frequently.
- Combine popcorn and peanuts in large bowl. Add caramel mixture; toss to evenly coat. Spread onto large greased baking sheet.
- Bake 10 min.; stir. Bake an additional 10 min. Spoon onto sheet of wax paper; cool completely. Break apart into clusters.