1. skillet over medium-high heat, melt butter and 1/2 cup brown suga stirring constantly.

2. Add apples; cook and stir 12 to 15 minutes or until apples are carmel in color and tender.

3. Ser aside.

4. Drain if neccessary.

5. In top of double boiler or in medium heavy saucepan over low heat, melt caramels with half-and-half until mixture is smooth, stirring frequently.

6. ( tip).

7. Keep warm.

8. In small bowl, beat cream cheese and 1/2 cup brown sugar until light and fluffy.

9. Add 1/2 teaspoon pumpkin pie spice, vanilla and egg; beat until blended.

10. Prepare pie crust according to package directions for one-crust filled pie using 10-inch deep dish pie pan or 9-inch springform pan (refrigerate remaining crust for a later use) Heat oven to 375' Fold half of caramel mixture into cream cheese mixture.

11. Add apple mixture to remaining caramel mixtue; mix well.

12. Spoon apple carame mixture into crust-lined pan. In small bowl, combine topping ingredients; reserve 2 tablespoons mixture.

13. Sprinkle remaining mixture over apple mixtur Top with caramel cream cheese mixture, Bake at 375' for 35 to 45 minutes or until deep golden brown and filling i set. Cool completely.

14. Refrigerate 30 minutes or until cold.

15. Fold 1 teaspoo pumpkin pie spice into whipped topping.

16. Pipe or spoon mixture onto pie; sprinkle with reserved 2 tablespoons topping.

17. Store in refrigerator.

18. Makes to 10 servings.

19. Tip: to prepare caramel fillin in microwave, in small microwave-safe bowl, combine caramels and half-and-half.

20. Microwave on HIGH for 1 1/2 to 2 minute stirring once halfway through cooking.

21. Stir until smooth.

22. Nutrition Information: 1/10 pie: 560 cal, 6g protein, 64g carb, 2g fiber, 33g fat (3g poly, 17g sat), 62mg chol, 260mg sodium, 290 potasium.

23. Dietary excanges: 1 1/2 starch, 2 1/2 fruit, 6 1/2 fat Printed in Pillsbury Classic Cookbook #157, March 1994 -----.