- 1 (8 ounce) tub COOL WHIP Whipped Topping (do not thaw)
- 1 package (2-layer size) devil's food cake mix
- 1 (3.9 ounce) package JELL-O Chocolate Instant Pudding
- 38 KRAFT Caramels
- 1 1/2 tablespoons water
- 6 ounces PHILADELPHIA Cream Cheese, softened
- 5 squares BAKER'S Semi-Sweet Chocolate, divided
- 16 NILLA Wafers
- 16 PLANTERS Pecan Halves
- 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. Remove pans. Cool cakes completely.
- Meanwhile, microwave caramels and water in microwaveable bowl on HIGH 1-1/2 min. or until smooth, stirring every 45 sec. Cool slightly.
- Beat cream cheese in large bowl with mixer until creamy. Add caramel sauce; mix well. Blend in thawed COOL WHIP. Stack cake layers on plate, filling and frosting top with cream cheese mixture. Refrigerate until ready to serve.
- Microwave frozen COOL WHIP and 3 chocolate squares in microwaveable bowl 3 min. or until well blended, stirring after each minute. Cool 10 min. Meanwhile, melt remaining chocolate squares 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.
- Spread COOL WHIP mixture onto top of cake. Garnish with wafers. Keep refrigerated.