Caramel Frosted Turtle Brownies

4 (1 ounce) squares BAKER'S Unsweetened Baking Chocolate
3/4 cup (1 1/2 sticks) butter or margarine
2 cups granulated sugar
4 eggs
1 cup flour
1 (4 ounce) package caramels, unwrapped
1/3 cup heavy cream
2 cups pecans or walnut halves, divided
1 (12 ounce) package semisweet chocolate chips

Heat oven to 350 degrees F. Grease foil-lined 13 x 9-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 cup 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.

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 fudgy brownies or add frosting below.

Caramel Frosting:
1/2 cup butter or margarine
1 cup packed brown sugar
1/4 cup milk
2 cups confectioners' sugar

Heat butter in 2-quart 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 confectioners' 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 teaspoon at a time.

Frosts a 13 x 9-inch cake or fills and frosts two 8- or 9- inch cake layers.

Yields 24 servings.