2 tbsp. butter
1 (6 oz.) pkg. semi sweet chocolate pieces
12 lg. marshmallows
1 tbsp. water
1 (3 1/2 oz.) pkg. popcorn, popped
1 (7 oz.) can salted cocktail peanuts

In a large saucepan, over low heat, melt butter add chocolate pieces, marshmallows and water. Stir constantly until all are melted and mixture is smooth.

Add popcorn and toss until all are coated. Spread in a shallow baking pan and let cool. Then toss in peanuts, toss well. Makes 2 quarts. Make 1 day ahead of time.