Chocolate-Caramel Popcorn

• 1 bag (14 oz.) Kraft Caramels (about 50)
• 3 Tbsp butter
• 2 Tbsp water
• 12 cups air-popped popcorn
• 1 cup peanuts
• 4 squares semi-sweet baking chocolate, finely chopped

Preheat oven to 300F. Place caramels, butter and water in heavy saucepan. Cook on low heat until caramels are completely melted, stirring frequently.
Combine popcorn and peanuts in large bowl. Drizzle with caramel mixyture; toss to evenly coat. Spread onto greased large baking sheet.
Bake 20 minutes, stirring after 10 minutes. Sprinkle with chocolate; toss using two spoons until well mixed. Spread onto sheet of waxed paper; cool completely. Break apart into small clusters or individual pieces. Store in tightly covered container at room temp for up to 1 week.
Microwave Directions: to melt caramels in the microwave, microwave caramels, butter and water in large microwavable bowl on HIGH for 2 1/2 to 3 minutes or until caramels are completely melted, stirring after each minute. Continue as directed.

I used two bags of microwave popcorn (light butter) instead of 12 cups of popcorn, because I ate some of the caramels before I had a chance to make the popcorn so I didn't have a full bag. haha :) Also, I used chocolate chips instead of baking squares, just a few handfuls until I thought it was enough. I didn't chop them but maybe that would make the mixing easier if you chopped the chips up a little so that they were smaller. I didn't have a good pan so I just used the microwave directions and it was so easy! So much better than standing over the stove! Also, I didn't add any peanuts, just because I didn't have any and didn't want to buy them. But it would be good with peanuts. Don't forget to sift out the seeds from the popcorn so you don't bite down on one!
These definitely aren't as addicting as Beth's caramel popcorn is but it's good! It's a good thing to make from those caramels, especially since right now around Halloween they are on sale! That's why I bought a bag and I looked on the back and found a great recipe! Enjoy everyone!
-Emily