CRUST:

2 c. flour
1 c. brown sugar
1/2 c. softened butter

CARAMEL LAYER:

2/3 c. butter
1/2 c. brown sugar
1 c. whole walnuts
1 c. semi-sweet chocolate chips

Preheat oven to 350 degrees. Combine crust ingredients, mix at medium speed, 2 to 3 minutes, or until well mixed and particles are fine. Pat firmly into greased and floured 9"x13" pan. Sprinkle walnuts evenly over unbaked crust.

Prepare caramel layer. In saucepan combine brown sugar and butter. Cook over medium heat, stirring constantly until entire surface of mixture begins to boil. Boil 1/2 to 1 minute; stirring constantly. Pour evenly over crust. Bake 18 to 22 minutes or until golden brown. Remove from oven. Sprinkle immediately with chips. Allow chips to melt slightly (2 to 3 minutes). Swirl chips as they melt.