Posted by Tiffany 11/24/2001 10:30 am

1 package (14 ounce) Kraft Caramels
2 tablespoons milk
1 (10 1/2 ounce) package miniature marshmallows
1 1/2 cups granulated sugar
1/2 cup (1 stick) butter or margarine
1 (5 ounce) can evaporated milk (about 2/3 cup)
2 package (8 ounces each) semisweet chocolate
1/2 teaspoon vanilla extract
1 cup coarsely chopped walnuts

Lightly grease foil-lined 13 x 9-inch pan; set aside.

Melt caramels and milk in saucepan on low heat, stirring until smooth. Set aside.

Heat marshmallows, sugar, butter and evaporated milk on medium heat until mixture boils, stirring constantly. Boil and stir 5 minutes. Stir in chocolate and vanilla, stirring until chocolate melts. Stir in walnuts. Immediately spread chocolate mixture into prepared pan. Pour caramel sauce over chocolate layer, re-warming caramel if necessary to pour. Swirl caramel through chocolate with knife.

Refrigerate several hours or overnight. Cut into 1-inch squares. Store in airtight container in refrigerator. For creamier fudge, let stand at room temperature 1 hour before serving.

Makes 4 pounds.