Heat oven to 350°. Grease foil lined 13-inch 9-inch baking pan.
Microwave chocolate squares and butter on high 2 minutes.
Stir sugar into chocolate until well-blended. Mix in eggs. Stir
in flour. Spread half of batter in pan. Bake 25 min. or until batter
is firm to touch. Meanwhile, microwave caramels and cream on
high three minutes or until caramels begin to melt. Whisk until smooth.
Stir in 1 C of nuts. Gently spread caramel mix over brownie.
Sprinkle with chocolate chips. Pour remaining unbaked brownie
batter evenly. Sprinkle with remaining nuts. Bake 30 min. more.