20 Kraft caramels
2 tbsp. water
1 (8 oz.) Philadelphia cream cheese, softened
1/2 c. sugar
1 tsp. vanilla
6 eggs
2 c. milk

Melt caramels with water over low heat, stirring until smooth. Pour into greased 9 inch layer pan or flan dish. Combine cream cheese, sugar and vanilla, mixing at medium speed on electric mixer until well blended. Add eggs, 1 at a time, mixing well after each addition.

Blend in milk. Slowly pour mixture over caramel sauce. Set layer pan in baking pan on oven rack; pour in boiling water to 1/2 inch dept. Bake at 350 degrees for 1 hour or until knife inserted near center comes out clean. Remove from water immediately. Cool 5 minutes. Invert onto serving plate. Serve warm or chilled 6 to 8 servings.