Caramel Apple Dessert

60 vanilla wafers, finely crushed, about 2 cups

1/3 cup butter, melted

8 ounces cream cheese, softened

1/4 cup sugar

3 1/4 cups milk (divided up)

1 8 ounce tub of Cool Whip, thawed (divided up)

2 packages (3.4 ounce each) vanilla instant pudding

1/2 cup caramel ice cream topping (divided up)

1 red apple, chopped

1 green apple, chopped

1/4 cup chopped peanuts

Mix wafer crumbs with the butter. Press onto bottom of 9" x 13" pan.

In a medium-sized bowl, beat the cream cheese, sugar and 1/4 cup of milk with electric mixer until well-blended. Stir in 1 cup Cool Whip. Spread this over the crust.

Beat pudding mixes, the rest of the milk for 2 minutes. Stir in 1/4 cup caramel topping. Spoon over cream cheese layer; top with remaining cool whip.

Refrigerate for 5 hours or until firm. Top with the apples, nuts and remaining caramel topping right before serving.

VLE-B