1 pkg. (11 oz.) KRAFT Caramels
3 Tbsp. butter or margarine
1 Tbsp. water
10 cups air-popped popcorn
1 cup PLANTERS COCKTAIL Peanuts
Spray large baking sheet with cooking spray. Cook caramels, butter and water in large saucepan on low heat until caramels are melted, stirring frequently.
Combine popcorn and nuts in large bowl. Add caramel mixture; toss to coat. Spread onto prepared baking sheet.
Bake 20 min., stirring after 10 min. Spoon onto sheet of waxed paper; cool completely. Break into clusters.
Enjoy a serving, 1 cup, of this family favorite. Great for a special occasion but remember to keep tabs on portions.
Use Your Microwave
To melt caramels in the microwave, place caramels, butter and water in large microwaveable bowl. Microwave on HIGH 2-1/2 to 3 min. or until caramels are completely melted when stirred, stirring after each minute.