PREHEAT oven to 300°F. Place caramels, butter and 1 Tbsp. water in large heavy saucepan; cook on low heat until caramels are completely melted, stirring frequently.

COMBINE popcorn and peanuts in large bowl. Add caramel mixture; toss to evenly coat. Spread onto large greased baking sheet.

BAKE 10 min.; stir. Bake an additional 10 min. Spoon onto sheet of wax paper; cool completely. Break apart into clusters.