Chewy Caramel Popcorn

2 quarts popped corn (about 1/2 cup kernels)
40 caramel squares (about 14 ounces)
1 cup salted peanuts
2 tablespoons half-and-half

About 30 minutes before serving, in 4-quart bowl, combine popped corn and peanuts. Set aside.

In small pan, place caramel squares and half-and-half. Cook over medium high heat for 3 minutes, stirring every minute until mixture comes to a boil. Gradually stir caramel sauce into popcorn mixture until well coated.

Return mixture to stove and cook on high 3 minutes, stirring every minute. Cool slightly. Onto wax paper, spoon caramel-coated popcorn in small clusters. Cool completely.

Makes about 8 cups.

350 calories per cup