UPSIDE-DOWN TURTLE MUFFINS

1/2 cup semisweet chocolate chips
3 tablespoons butter or margarine
1/3 cup buttermilk
1/3 cup packed brown sugar
1 teaspoon vanilla
1 egg
1 cup all-purpose flour
1 teaspoon baking soda
1/2 teaspoon salt
1/4 cup chopped pecans
24 milk chocolate-covered caremels, unwrapped
36 small pecan halves

Heat oven to 400 degrees. Spray bottoms and sides of 12 regular-size muffin cups and top of pan with cooking spray.

In 1 1/2 quart heavy saucepan, melt chocolate chips and butter over low heat, stirring frequently; cool slightly. Stir in buttermilk, brown sugar, vanilla and egg.

In large bowl, mix flour, baking soda, salt and chopped pecans. Stir in chocolate mixture just until combined. Divide evenly among muffin cups. Push 1 caramel into center of batter in each muffin cup.

Bake 14 to 16 minutes or until toothplick inserted 1/2 inch from edge of muffin comes out clean. Cool 1 minute. Turn muffin pan upside down onto cookie sheet to remove muffins. Immediately place another caramel on bottom of each muffin. Return muffins on cookie sheet to oven about 1 minute or until caramel is soft enough to add pecan halves; place 3 pecan halves on caramel on each muffin. Cool until caramel is slightly firm before serving, about 10 minutes. Serve warm if desired.

Makes 12 muffins