3 c. sugar
3/4 c. butter
1 can evaporated milk
1 (12 oz.) pkg. butterscotch flavored pieces
1 jar marshmallow creme
1 c. chopped walnuts
1 tsp. vanilla

In 2 1/2 quart saucepan, combine sugar, butter and milk. Cook on medium heat until sugar is dissolved. Add remaining ingredients and stir until butterscotch is melted. Pour into well greased 12x8 inch dish. Cool; cut and serve.

May substitute with semi-sweet chocolate or peanut butter pieces.