In a microwave-safe bowl, Mix butter, cocoa, brown sugar and milk.
Microwave on high until mixture boils, about 3 minutes
Stir in confectioner's sugar and vanilla.
Put in 8" greased pan.
In microwave safe bowl, heat caramels and water on high for 2 minutes or until melted completely.
Stir in peanuts; spread over chocolate layer
Microwave chocolate chips on high for 1 minute or until melted; spread over caramel layer.
Cover with Plastic wrap.
Refrigerate until firm