- 14 ounces caramels
- 3 tablespoons butter or margarine
- 2 tablespoons water
- 12 cups air popped popcorn - 2 cups unpopped
- 1 cup peanuts or other nut of choice
- 4 squares finely chopped semi-sweet chocolate or 1 cup chocolate chips, melted
- Preheat oven to 300°.
- Microwave carmels, butter and water in a microwave safe bowl on high for 2-3 minutes or until carmels are completely melted. Stir after each minute of heating.
- Combine popcorn and peanuts in a large bowl.
- Drizzle the caramel mixture over the popcorn and peanuts.
- Mix to coat.
- Spread popcorn out on a greased baking sheet.
- Bake for 20 minutes, stirring after 10 minutes.
- Melt 1 cup of chocolate chips, spread over baked popcorn mixture and stir to combine.
- Spread popcorn out on waxed paper to cool.
- You may need to break some of the pieces into smaller clusters.
- Store in a covered container at room temperature for up to one week.