Turtle Cake

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.

MEANWHILE, microwave caramels and water in microwaveable bowl on HIGH 1-1/2 min. or until smooth, stirring every 45 sec. Cool slightly.

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.

MICROWAVE frozen COOL WHIP and 3 oz. chocolate in microwaveable bowl 3 min. or until well blended, stirring after each minute. Cool 10 min. Meanwhile, melt remaining chocolate 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.

SPREAD COOL WHIP mixture onto top of cake. Garnish with wafers. Keep refrigerated.