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1. Line an 8x8x2-inch baking pan with foil, extending foil over edges of pan. Butter the foil; set pan aside.
2. In a heavy 2-quart saucepan combine sugar, the 1/4 cup butter, and cream. Cook over medium heat to boiling, stirring constantly to dissolve sugar. This should take about 8 minutes.
3. Cook over medium heat, stirring occasionally, for 3 minutes. Mixture should boil at a moderate, steady rate over entire surface. Remove pan from heat. Add powdered sugar, marshmallows, and chocolate pieces; stir until well combined and chocolate is melted. Pour mixture into prepared pan. Cool 20 minutes.
4. Meanwhile, in a heavy 1-1/2-quart saucepan combine caramels, the 2 tablespoons butter, and milk. Cook over low heat, stirring occasionally, until caramels are melted. Pour caramel mixture over chocolate layer in baking pan. Chill about 1 hour or until firm. When firm, use foil to lift candy out of pan. Invert candy so chocolate layer is on top. Cut into 2x1-inch rectangles.
5. Melt dipping chocolate or confectioners coating. Dip rectangles, one at a time, into melted chocolate. Let excess chocolate drip off rectangles. Place on a baking sheet lined with waxed paper until dry. Store tightly covered in a cool, dry place. Makes 32 candy bars.