1/4 c. butter
1/3 c. unsweetened cocoa
1/4 c. packed brown sugar
1/4 c. milk
3 1/2 c. sifted powdered sugar
1 tsp. vanilla
30 vanilla caramels
2 c. unsalted peanuts (opt.)
1/2 c. semi-sweet chocolate pieces
1/2 c. milk chocolate pieces

Line a 9 x 9 x 2 inch pan with foil (extending over edge), set aside. In a microwave safe bowl, heat butter uncovered on full power (1 minute or until melted). Stir in cocoa, brown sugar and milk. Cook uncovered on high 2 to 2 1/2 minutes until mixture comes to boil, stirring once. Cook 1 minute and stir again and cook 1 minute more. Stir in powdered sugar and vanilla.

Spread in pan. In glass bowl combine caramels and water (1 tablespoon) cook uncovered on 1/2 power for 4 or 5 minutes until melted. Stir in nuts and spread over fudge in 2 cup glass bowl. Cook chocolate on medium (2 1/2 or 3) until melted. Stir and spread on top of caramel and nuts. Chill until firm, remove and cut in pieces.