1 1/4 c. flour
1/2 c. confectioner's sugar
1/2 c. butter

FILLING:

1 (14 oz.) pkg. vanilla caramels
1/3 c. half & half
1/4 c. butter

TOPPING:

6 oz. pkg. semi-sweet chocolate chips
3 tbsp. shortening
3/4 c. crisp cereal (Rice Krispies are best)

In bowl combine flour and powdered sugar. Cut in 1/2 cup butter with pastry blender or fork until crumbly. Press into ungreased 13 x 9 pan. Bake at 350 degrees approximately 10 minutes (until light brown).

In heavy pan melt caramels, half & half, and 1/4 cup butter over low heat, stirring constantly. Spread over crust.

In another pan - low heat, melt chocolate chips and shortening. Stir in cereal and spread over filling. Cool completely and cut into squares.