INSERT wooden pop sticks (from bag of caramels) into stem end of each apple. Cover large plate with wax paper; grease with butter. Set aside.
PLACE caramels and water in large saucepan; cook on medium-low heat until caramels are completely melted, stirring constantly.
DIP apples into melted caramel until evenly coated, spooning caramel over apples if necessary. Allow excess caramel to drip off. Scrape bottoms of apples, then place on prepared plate. Refrigerate at least 1 hour or until ready to serve. Remove from refrigerator and let stand at room temperature 15 minutes before serving. Store leftover dipped apples in refrigerator.
Rolling caramel apples in 1/2 cup peanuts will add 90 calories, 8 grams of fat, and 1 gram of saturated fat per serving.
Rolling caramel apples in 10 coarsely chopped OREO Chocolate Sandwich Cookies will add 110 calories, 5 grams of fat, and 1 gram of saturated fat per serving.