2 c. vanilla wafer crumbs
6 tbsp. melted butter
1 lb. caramels
5 oz. evaporated milk
1 c. chopped pecans
2 (8 oz.) pkgs. cream cheese, softened
1/2 c. sugar
1 tsp. vanilla
2 eggs
1/2 c. melted chocolate chips

Mix crumbs and butter. Press into bottom of 9" spring form pan. Bake at 350 degrees for 10 minutes. Melt caramels together with milk over low heat, stirring frequently until smooth. Pour over the crust. Top with nuts. Mix cream cheese, sugar and vanilla over medium speed until blended. Add eggs, one at a time, mixing after each. Blend in chocolate; mix well. Pour over nuts.

Bake at 350 degrees for 40 minutes. Loosen rim of the spring form pan as soon as you remove cake from oven. Cool totally before removing rim from pan. Chill.