Ingredients:

Prep time: 15 minutes Bake Time: 25 minutes

• 3/4 Cup (1-1/2 sticks) butter or margarine
• 3/4 Cup sugar
• 2 Cups flour
• 1 Pkg. (14 oz.) KRAFT Caramels
• 1/4 Cup water
• 2 Eggs, beaten
• 1 Cup PLANTERS COCKTAIL peanuts, coarsely chopped
• 1 Cup JET-PUFFED Miniature Marshmallows
• 1 Cup semi-sweet chocolate chips

Directions:

• BEAT butter and sugar in large bowl with electric mixer until creamy. Add flour; beat until well blended. Press onto bottom of ungreased 15x10x1-inch baking pan. Bake at 350°F for 15 minutes.
• MEANWHILE, melt caramels with water in saucepan on low heat, stirring constantly until caramels are completely melted. Gradually add to eggs in medium bowl, stirring with wire whisk until well blended.
• STIR in peanuts; pour over baked crust. Sprinkle with marshmallows and chips.
• BAKE at 350°F for an additional 8 to 10 minutes or until marshmallows are lightly browned. Cool completely. Cut into bars. Makes 3 dozen.
• Use Your Microwave: To melt caramels in microwave, reduce water to 2 Tbsp. Microwave caramels and water in microwavable bowl on HIGH 2-1/2 to 3-1/2 minutes or until sauce is smooth, stirring every minute.