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1. HEAT oven to 300 degrees F. Cook caramels, butter and water in large saucepan on low heat until caramels are melted, stirring frequently.
2. COMBINE popcorn and wafers in large bowl. Add caramel mixture; toss to coat. Spread onto large greased baking sheet.
3. BAKE 20 min., stirring after 10 min. Spread onto sheet of waxed paper; cool. Break into clusters.