1 1/2 c. vanilla wafer crumbs
6 tbsp. butter, melted
14 oz. caramels
5 oz. can evaporated milk
1 c. chopped pecans
1 lb. cream cheese, softened
1/2 c. sugar
1 tsp. vanilla
2 eggs
4 oz. semi-sweet chocolate pieces, melted

Combine crumbs and butter; press onto bottom of 9 inch springform pan. Bake at 350 degrees 10 minutes. Cool.

Melt caramels with milk in heavy saucepan over low heat, stirring frequently until smooth. Pour over crust. Top with pecans.

Combine cream cheese, sugar and vanilla, mixing at medium speed until well blended. Add eggs, one at a time, mixing well after each addition. Blend in chocolate, mix well. Pour over pecans.