PREP: 15 minutes COOK: 7 minutes CHILL: 2 hours MAKES: about 2¾ lb. (64 pieces)
½ cup butter
⅓ cup unsweetened cocoa powder
¼ cup packed brown sugar
¼ cup milk
3½ cups powdered sugar
1 tsp. vanilla
30 vanilla caramels, unwrapped
1 Tbsp. water
2 cups peanuts
½ cup semisweet chocolate pieces
½ cup milk chocolate pieces
1. Line a 9-inch square or 11×7-inch baking pan with foil, extending the foil over the edges of the pan. Butter the foil.
2. In a large bowl microwave the ½ cup butter, uncovered, 1 to 1½ minutes or until melted. Stir in cocoa powder, brown sugar, and milk. Microwave, uncovered, 1 to 1½ minutes or until mixture comes to a boil, stirring once. Stir again; microwave 30 seconds more. Stir in powdered sugar and vanilla until smooth. Spread fudge in the prepared pan.
3. In a medium bowl combine caramels and the water. Microwave, uncovered, on 50% power 2 to 2½ minutes or until caramels melt, stirring once. Stir in peanuts. Microwave, uncovered, on 50% power 45 to 60 seconds more or until mixture softens. Gently and quickly spread caramel mixture over fudge layer in pan.
4. In a 2-cup glass measuring cup or small bowl combine semisweet and milk chocolate pieces. Microwave, uncovered, on 50% power 2 to 2½ minutes or until chocolate melts, stirring once or twice. Spread over caramel layer. Cover and chill 2 to 3 hours or until firm. When fudge is firm, use foil to lift it out of pan. Cut fudge into pieces.
To Store: Place fudge in an airtight container and store in the refrigerator up to 3 weeks.
PER PIECE: 102 cal., 5 g fat (2 g sat. fat), 5 mg chol., 24 mg sodium, 14 g carb., 1 g fiber, 2 g pro.