Caramel-Pecan Brownies

4 squares BAKER'S Unsweetened Baking Chocolate
3/4 cup (1-1/2 sticks) butter or margarine
2 cups sugar
4 eggs
1 cup flour
1 bag (14 oz.) KRAFT Caramels (about 50)
1/3 cup whipping cream
2 cups PLANTERS Pecan Halves, divided



PREHEAT oven to 350°F. Line 13x9-inch baking pan with foil, with ends of foil extending over sides of pan. Generously grease foil.
MICROWAVE chocolate and butter in large microwaveable bowl on HIGH 2 min. or until butter is melted. Stir until chocolate is completely melted. Stir in sugar until well blended. Add eggs; mix well. Stir in flour until well blended. Spread half of the batter into prepared pan.
BAKE 25 min. or until top is firm to the touch. Meanwhile, microwave caramels and whipping cream in medium microwaveable bowl on HIGH 2 min. or until caramels begin to melt. Stir until caramels are completely melted. Stir in 1 cup of the pecan halves.
SPREAD caramel mixture evenly over brownie; top with remaining brownie batter. (Some caramel mixture may peek through.) Sprinkle with remaining 1 cup pecan halves. Bake an additional 30 min. or until top is firm to the touch. Cool in pan on wire rack. Remove brownies from pan, using foil handles. Cut into 32 squares. Store in tightly covered container at room temperature.