1/2 c. butter
1/3 c. cocoa, unsweetened
1/4 c. brown sugar
1/4 c. milk
3 1/2 c. powdered sugar
1 tsp. vanilla
30 caramels
2 c. unsalted peanuts
1/2 c. semi sweet chocolate chips
1/2 c. milk chocolate chips

Melt butter on High 1 to 2 minutes or until melted. Stir in cocoa, brown sugar and milk. Cook on High 2 to 3 1/2 minutes or until mixture comes to a boil, stirring once. Stir again. Cook on high 1 more minute. Stir in powdered sugar and vanilla. Spread in 9"x9" pan that has been lined with foil. Melt caramels and 1 tablespoon water on medium 4 to 5 minutes. Stir in nuts. Spread over fudge. Melt chocolate chips on medium 2 1/2 to 3 minutes. Spread atop caramel. Chill until firm.