Preheat oven to 350°F. In a large bowl combine all base ingredients except marshmallows at low speed until crumbly. Press firmly in bottom of ungreased 13X9 inch pan.
Bake for 12-15 minutes or until light golden brown. Remove from oven: immediately sprinkle with marshmallows. Return to oven: bake an additional 2-3 minutes or until marshmallows just begin to puff. Cool while preparing topping.
In a large saucepan, combine all topping ingredients except cereal and peanuts. Heat just until chips are melted and mixture is smooth, stirring constantly. Remove from heat; stir in cereal and peanuts. Immediately spoon warm topping over marshmallows: spread to cover. Refrigerate 45 minutes or until firm. Cut into bars.