PREHEAT oven to 300ºF. Microwave popcorn as directed on package; set aside. Mix barbecue sauce, water and hot sauce in large microwaveable bowl. Add caramels; stir. Microwave on HIGH 2-1/2 to 3 min. or until caramels are completely melted when stirred. Stir until well blended. Add popcorn and peanuts; toss to coat.
SPREAD onto lightly greased or parchment-covered baking sheet.
BAKE 20 min., stirring after 10 min. Cool completely. Break into clusters.