Line a baking sheet with parchment paper. Set aside.
Secure two marshmallows to each cake pop stick or straw.
Add caramel bits and 2 tablespoons of water to small saucepan. Cook on medium-low heat, stirring constantly, until completely melted.
Dip marshmallows in the caramel and swirl or use a spoon to help coat them on all sides. Allow excess caramel to drip off, and place on prepared pan.
Refrigerate for at least 30 minutes.
Add chocolate chips or wafers to a microwave safe bowl on 50% power for 1-2 minutes, stirring every 15 seconds, until smooth and melted. Dip caramel coated marshmallows in the chocolate. Use a spoon to help smooth chocolate all around.
Allow excess chocolate to drip off, and return to parchment lined pan.
Refrigerate for 15 minutes or until chocolate is set. Store leftovers in the fridge.