1 1/4 c. flour
1/2 c. powdered sugar
1/2 c. butter

FILLING:

14 oz. pkg. vanilla caramels
1/2 c. Half & Half or evaporated milk
1/4 c. butter

TOPPING:

6 oz. pkg. semi-sweet chocolate chips
3 tbsp. shortening
3/4 c. crisp rice cereal

Heat oven to 350 degrees. Lightly spoon flour into measuring cup; level off. In medium bowl, combine flour and powdered sugar. Using pastry blender or fork, cut in 1/4 c. butter until crumbly. Lightly press mixture in ungreased 13 x 9 inch pan. Bake at 350 degrees for 10 to 12 minutes or until light brown.

Meanwhile, in heavy saucepan melt caramels, Half & Half and 1/4 cup butter over low heat, stirring constantly. Spread over baked crust.

In medium saucepan over low heat, melt chocolate chips and shortening, stirring constantly. Stir in cereal. Carefully spread over filling. Cool completely; cut into bars. 36 bars.