1 pkg. milk chocolate chips
2 tbsp. shortening
14 oz. caramels
5 tbsp. butter
2 tbsp. water
1 c. peanuts

Melt chocolate chips and shortening until chips are melted. Remove from heat. Pour 1/2 of this in a well greased 8"x8" pan. Refrigerate for 15 minutes. Return remaining melted chips to heat on low to keep warm. Combine caramels, butter and water until caramels are melted. Stir in nuts. Pour this over chocolate mixture and return to refrigerator for 15 minutes more. Top with remaining chocolate chips and put in refrigerator.