1 graham cracker pie crust
***7 oz caramels, unwrapped
***1/4 cup evaporated milk
1/2 cup milk
20 large marshmallows
1 cup semi-sweet chocolate chips
3 T butter
1 tsp vanilla
1 8 oz cool whip, thawed
***1. Over medium heat melt the caramels in the evaporated milk. Stir until smooth. Cool 10 minutes. Stir thoroughly, pour over the crust and refrigerate.
2. Over low heat melt the milk, marshmallows, chocolate chips, and butter until smooth. Remove from heat and stir in vanilla. Cool to room temperature, stirring occasionally to keep smooth. When it is completely cooled fold in the cool whip. Spread over the caramel and refrigerate overnight.
***Instead of melting caramels in evaporated milk you can use a very thick caramel ice cream topping (like Mrs. Richardson's).