14 oz. bag Kraft caramels
1/4 c. water
8 oz. pkg. Philadelphia brand cream cheese
1/2 c. sugar
1 tsp. vanilla
6 eggs
2 c. milk

Melt caramels with water in saucepan over low heat; stir frequently until sauce is smooth. Pour into greased 9" layer pan. Combine softened cream cheese, sugar and vanilla, mixing at medium speed on electric mixer, until well blended. Add eggs, one at a time, beat until smooth after each addition. Gradually add milk. Set layer pan in 15 1/2" x 10 1/2" jelly roll pan. Slowly pour milk mixture over caramel. Pour boiling water into jelly roll pan to 1/2" depth. Bake at 350 degrees 1 hour or until knife inserted in center comes out clean. Remove from water; cool 5 minutes. Invert onto serving dish. Serve warm or chilled. 6 to 8 servings.