• 4 squares unsweetened baking chocolate
• 3/4 C. (1 1/2 sticks) butter or margarine
• 2 C. sugar
• 4 eggs
• 1 C. flour
• 1 pkg. (14 oz.) caramels, unwrapped
• 1/3 C. heavy cream
• 2 C. pecans or walnut halves, divided
• 1 pkg. (12 oz.) real semi-sweet chocolate chips

Heat oven to 350 degrees. Grease foil-lined 13x9-inch baking pan. Microwave chocolate squares and butter in microwavable bowl on high 2 minutes or until butter is melted. Stir until chocolate is completely melted. Stir sugar into chocolate until well blended. Mix in eggs. Stir in flour. Spread 1/2 of batter in prepared pan. Bake 25 minutes, or until batter is firm to the touch. Meanwhile, microwave caramels and cream in microwavable bowl on high 3 minutes or until caramels begin to melt. Whisk until smooth. Stir in 1 C. of nuts. Gently spread caramel mixture over brownie batter in pan. Sprinkle with chocolate chips, if desired. Pour remaining unbaked brownie batter evenly over caramel mixture, sprinkle with remaining nuts. (It's OK for some caramel mixture to peek through.) Bake an additional 30 minutes. Cool in pan. Run knife around the edge of pan to loosen brownies from sides. Lift from pan using foil as handles. Cut into 24 fudge brownies or add frosting below.

Caramel Frosting

Ingredients

1/2 C. margarine or butter

1 C. packed brown sugar

1/4 C. milk

2 C. powered sugar

Directions

Heat margarine in 2 qt. saucepan until melted. Stir in brown sugar. Heat to boiling, stirring constantly. Boil and stir over low heat 2 minutes; stir in milk. Heat to boiling; remove from heat. Cool to lukewarm. Gradually stir in powdered sugar. Place pan of frosting in bowl of cold water; beat until smooth and spreading consistency.  If frosting becomes too stiff, stir in additional milk, 1 tsp. at a time. Frosts a 13x9-inch cake or fills and frosts two 8 or 9 inch cake layers. 

Yield: 24 Servings