1 (14 ounce bag) caramels
3 cups all-purpose flour, divided
1 cup butter or margarine, softened
4 cups confectioners' sugar
1 tablespoon vanilla extract
6 eggs
2 teaspoons ground cinnamon
2 teaspoons ground allspice
3 peeled Granny Smith apples, cored and chopped

Preheat oven to 350 degrees F. Grease and flour two 9 x 5-inch loaf pans; set aside.

Unwrap the caramels and, using scissors, cut each into eight pieces. Toss with 1 tablespoon of the flour in a small bowl to prevent them from sticking together; set aside.

Using an electric mixer, beat the butter, sugar and vanilla extract until fluffy. Add the eggs, one at a time, beating well after each.

In another bowl, stir together the remaining flour, cinnamon and allspice. Add the flour mixture to the butter mixture and blend well. Using a wooden spoon, stir in the apples and caramel pieces. Divide evenly between the prepared loaf pans.

Bake for 1 hour and 10 minutes to 1 hours and 20 minutes or until a wooden pick inserted into the centers comes out clean. Cool completely on a wire rack and then remove from pans.

Per Serving (excluding unknown items): 3663 calories; 216g fat (52.9% calories from fat); 75g protein; 357g carbohydrate; 21g dietary fiber; 1619mg cholesterol; 2218mg sodium.

Exchanges: 19 grain (starch); 4 1/2 lean meat; 4 fruit; 39 1/2 fat