1 bag caramels
2 sticks butter
1 (8 oz.) can sweet condensed milk
1 bag lg. marshmallows
Toothpicks
Rice Krispies

Melt caramels, butter, and condensed milk together over double boiler. Stir until smooth. Place toothpicks in marshmallows. Dip in caramel mixture then roll in cereal until coated. Cool on wax paper. Serve.