CRUST:

2 c. vanilla wafer crumbs
6 tbsp. butter, melted

FILLING:

1 (14 oz.) bag caramels
1 (5 oz.) can evaporated milk
1 c. chopped pecans, toasted
2 (8 oz.0 pkg. cream cheese, softened
1/2 c. sugar
1 tsp. vanilla
2 eggs
1/2 c. semi-sweet chocolate chips, melted
1 pt. whipping cream, if desired

For Crust: Combine crumbs and butter; press onto bottom of 9 inch springform pan. Bake at 350 degrees for 10 minutes.

For Filling: 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 degrees for 40 minutes. Loosen cake from rim of pan; cool before removing rim of pan. Chill. Garnish with whipped cream and additional finely chopped pecans, if desired. Makes 10-12 servings.