1 (11 1/2 oz.) pkg. (2 c.) milk chocolate chips
2 tbsp. vegetable shortening
1 (14 oz.) pkg. Kraft caramels
3 tbsp. butter
2 tbsp. water
1 c. walnut pieces

Melt over hot (not boiling) water, chocolate morsels and shortening. Stir until morsels melt and mixture is smooth. Remove from heat. Pour 1/2 of melted chocolate into an 8 inch greased foil lined square pan; spread evenly. Refrigerate until firm (15 minutes). Return remaining chocolate to low heat. Melt caramels and butter with water over low heat, stirring until smooth.

Stir in walnut pieces until well blended. Pour into the chocolate-lined pan. Spread evenly. Refrigerate until tacky, (15 minutes). Top with remaining melted chocolate; spread evenly to cover caramel filling. Return to refrigerator until firm (1 hour).