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. Remove pans. Cool cakes completely.
2. Meanwhile, microwave caramels and water in microwaveable bowl on HIGH 1-1/2 min. or until smooth, stirring every 45 sec. Cool slightly.
3. 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.
4. 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.
5. Spread COOL WHIP mixture onto top of cake. Garnish with wafers. Keep refrigerated.