Turtle Cake
8 oz. Frozen whipped topping
1 pkg (2-layer size) devil's food cake mix
One 3.9 ounce pkg chocolate instant pudding
38 caramels
1 ½ tablespoon water
6 ounces cream cheese, softened
3 squares semi-sweet chocolate
Thaw half the whipped topping, keep other half frozen. Preheat oven. Prepare cake batter, adding dry pudding mix to cake mix before mixing in liquid ingredients. Bake in 9x13 pan by package directions. Cool completely. Microwave caramels and water on high for 1 ½ minutes or until smooth, stirring every 45 seconds. Cool slightly. Beat cream cheese in large bowl with mixer until creamy. Add caramel sauce and blend well. Blend in thawed whipped topping. Spread over cooled cake. Microwave frozen whipped topping and chocolate squares 3 minutes or until well blended, stirring after each minute, cool. Spread chocolate mixture over caramel layer on cake, keep refrigerated.
