Mix crumbs and margarine; press onto bottom and 1 inch up side of 9-inch springform pan. Bake 10 min.
Microwave caramels and milk in small microwaveable bowl on HIGH 4 min. or until caramels are completely melted, stirring after 2 min. Pour over crust; sprinkle with nuts.
Beat cream cheese and sugar in large bowl with mixer until blended. Add chocolate and vanilla; mix well. Add eggs, 1 at a time, mixing on low speed after each just until blended; pour over nuts. Place springform pan on baking sheet.
Bake 45 min. or until center is almost set. Run knife around rim of pan to loosen cake; cool before removing rim. Refrigerate 4 hours. Serve topped with COOL WHIP.
Place completely unwrapped package of cream cheese in microwaveable bowl. Microwave on HIGH 10 sec. or just until softened. Add 15 sec. for each additional package of cream cheese.
Calories From Fat
% Daily Value*
Total Fat 27g
Saturated Fat 12g
Trans Fat 2g
Total Carbohydrates 45g
Dietary Fibers 2g
* Percent Daily Values are based on a 2,000 calorie diet.
* Nutrition information is estimated based on the ingredients and cooking instructions as described in each recipe and is intended to be used for informational purposes only. Please note that nutrition details may vary based on methods of preparation, origin and freshness of ingredients used.