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.