Unwrap caramels and soften in the microwave (about 45-60 seconds).
Add butter and marshmallows, and melt together (30 seconds at a time, 3-4 times), mix well.
Pour over the popcorn and mix.
Add M&Ms and peanuts.
Add to an angel food cake pan (lightly coated with butter if it's not a non-stick span), then press firmly.
Let sit for 30-60 minutes. Remove from cake pan and top with a few more M&Ms to make it look fluffed up for fall. :)
Enjoy!