1/2 c. butter
1/3 c. cocoa powder
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
1/2 c. semi-sweet chocolate pieces
1/2 c. milk chocolate pieces

Line a 9x9x2 inch pan with foil, extending over edges. In a microwave safe bowl cook butter until melted. Stir in cocoa, sugar and milk. Cook uncovered until mixture comes to a boil, stirring once. Stir again. Cook for 1 minute more. Stir in powdered sugar and vanilla. Spread into pan.

In a glass bowl, combine caramels and 1 tablespoon water. Cook in microwave until melted (4-5 minutes), stirring once. Stir in nuts. Spread over fudge. In a 2-cup glass measure, cook chocolate until melted (2-3 minutes), stirring once. Spread atop caramel. Chill until firm. Remove from pan. Cut into squares. Serve at room temperature. Store in refrigerator.

Makes 64 pieces.