CRUST:

2 cups vanilla wafer crumbs
6 tbsp. butter, melted

Combine crumbs and butter; press onto bottom and sides of 9 inch springform pan. Bake at 350°F for 10 minutes.

FILLING:

1 (14 oz.) bag Kraft caramels
1 cup chopped pecans, toasted
1/2 cup sugar
1 tsp. vanilla
1/2 cup semi-sweet chocolate, melted
1 (5 oz.) can evaporated milk
2 (8 oz. ea.) pkgs. cream cheese, softened
2 eggs

In 1 1/2 quart heavy saucepan, melt caramels with milk over low heat, stirring frequently, until smooth. Pour over crust. Top with pecans. Combine cream cheese, sugar and vanilla, mixing, at medium speed on electric mixer until well blended. Add eggs, one at a time, mixing well after each addition.

Blend in chocolate; pour over pecans. Bake at 350°F for 40 minutes. Loosen cake from rim of pan; cool before removing rim of pan. Chill.

Garnish with whipped cream, additional chopped nuts and maraschino cherries, if desired.

Makes 10 to 12 servings.