Chocolate Caramel Pecan Pie

3 cups pecan pieces
1/4 cup granulated sugar
1/4 cup (1/2 stick) butter or margarine, melted
1 bag (14 oz.) KRAFT Caramels
2/3 cup whipping cream, divided
1 pkg. (8 squares) BAKER'S Semi-Sweet Baking Chocolate
1/4 cup powdered sugar
1/2 tsp. vanilla

PREHEAT oven to 350°F. Place 2 cups of the pecan pieces in food
processor or blender container; cover. Process until finely ground,
using pulsing action. Mix with granulated sugar and butter. Press
firmly onto bottom and up side of 9-inch pie plate. Bake 12 to 15
minutes or until lightly browned. Cool completely. (If crust puffs up
during baking, gently press down with back of spoon.)

MICROWAVE caramels and 1/3 cup of the whipping cream in microwavable
bowl on HIGH 2-1/2 to 3 minutes or until caramels are completely
melted, stirring after each minute. Pour into crust. Chop remaining 1
cup pecans; sprinkle over pie.

PLACE chocolate, remaining 1/3 cup whipping cream, the powdered sugar
and vanilla in saucepan; cook on low heat just until chocolate is
completely melted, stirring constantly. Pour over pie; gently spread to
evenly cover top of pie. Refrigerate at least 2 hours.