Let's whip it up
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Heat oven to 300°F.
Cook caramels, butter and water in large saucepan on low heat until caramels are melted, stirring frequently.
Combine popcorn and wafers in large bowl. Add caramel mixture; toss to coat. Spread onto large greased baking sheet.
Bake 20 min., stirring after 10 min. Spread onto sheet of waxed paper; cool. Break into clusters.
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