Whenever you say the word "chocolate covered turtles" my eyes light up. My dear friend makes homemade turtles at Christmas. She uses and amazing chocolate and caramels that she gets from Virginia. When I found this recipe I was drooling. It's easy, different and to top it off I think a box of Chocolate turtles chopped up and added to the top would put this cake over the top.
Spoon half the cool whip into a bowl; refrigerate to thaw. Return remaining cool whip to freezer. prepare cake batter by adding dry pudding mix to cake mix before adding liquid ingredients. Bake as directed on package for 2 (9inch) round layers. Cool cakes in pans for 2 minutes. Invert on cooling racks and cool completely.
Meanwhile, microwave the caramels and water in a microwaveable bowl on high 1 1/2 minutes or until smooth, stirring every 45 seconds. Cool slightly.
Beat cream cheese in large bowl with mixer until creamy. Add caramel sauce; mix well. Blend in thawed whipped topping. Place one cake layer on plate; spread with half the cream cheese mixture. Cover with second cake layer; frost top with remaining cream cheese mixture. Refrigerate until ready to serve.
Microwave frozen whipped topping and 3 squares of chocolate for 3 minutes or until well blended, stirring after each mixture. Cool 10 minutes. Meanwhile, melt remaining chocolate as directed on package. Dip half of each wafer in chocolate; place on waxed paper-covered baking sheet. Place a pecan half on each dipped chocolate covered wafer. Refrigerate till ready to use.