Turtle Cake

Ingredients

• 1 pkg devil's food cake mix (2-layer size)
• 38  caramels kraft
• 6 oz philadelphia cream cheese softened ()
• 3.9 oz jell-o chocolate flavor pudding instant
• 16  planters pecan halves 
• 5 oz baker's semi-sweet chocolate divided
• 16  vanilla wafers 
• 4.5 tsp water 
• 8 oz cool whip whipped topping (Do not thaw.)

Equipment

• bowl
• baking sheet
• oven
• blender
• microwave

Directions

1. Spoon half the COOL WHIP into bowl; refrigerate to thaw. Return remaining COOL WHIP to freezer. Prepare cake batter and bake as directed on package for 2 (9-inch) round layers, adding dry pudding mix to cake mix before mixing with liquid ingredients. Cool cakes in pans 10 min.; invert onto wire racks.
2. Remove pans. Cool cakes completely.
3. Meanwhile, microwave caramels and water in microwaveable bowl on HIGH 1-1/2 min. or until caramels are completely melted and mixture is well blended, stirring every 45 sec. Cool slightly.
4. Beat cream cheese in large bowl with mixer until creamy.
5. Add caramel sauce; mix well. Blend in thawed COOL WHIP. Stack cake layers on plate, filling and frosting top with cream cheese mixture. Refrigerate while preparing chocolate glaze and garnishes.
6. Melt 2 oz. chocolate as directed on package. Dip half of each wafer in chocolate; place on waxed paper-covered baking sheet. Top with nuts. Refrigerate until ready to use.
7. Microwave frozen COOL WHIP and remaining chocolate in microwaveable bowl 3 min. or until chocolate is completely melted and mixture is well blended, stirring after each minute. Cool 10 min.
8. Spread COOL WHIP mixture onto top of cake.
9. Garnish with wafers. Keep refrigerated.