Candy Bar Fudge

1/2 cup butter or margarine

1/3 cup baking cocoa

1/4 cup packed brown sugar

1/4 cup milk

3 1/2 cups confectioner's sugar

1 teaspoon vanilla extract

30 caramels -- unwrapped

1 Tablespoon water

2 cups salted peanuts

1/2 cup semisweet chocolate chips

1/2 cup milk chocolate chips

In a microwave-safe bowl, combine the butter, cocoa, brown sugar and milk.

Microwave on high until mixture boils, about 3 minutes. Stir

in confectioner's sugar and vanilla. Pour into a greased 8? square baking pan.

In another microwave safe bowl, heat caramels and water

on high for 2 minutes or until melted. Stir in peanuts; spread over chocolate

layer. Microwave chocolate chips on high for 1 minute or until melted; spread

over caramel layer. Chill until firm. Yield 2-3/4 Pounds. Enjoy.

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