CARAMEL APPLE PIE TRIFLE

3 Tablespoons Butter or Marg.
4 Cups Tart Apples (5) chopped and peeled
1 Cup Walnuts, Chopped
1/2 Packed Brown Sugar
1 Teaspoon Apple Pie Spice, divided
1 Box(8)oz. Cream Cheese, softened
1 Jar(12)oz. Caramel Ice Cream Topping, divided
1(12)oz. Cool Whip
2 Loaves Pound Cake, cut in 1 inch cubes

In a skillet on medium melt the butter. Stir in the walnuts, brown sugar, and 1/2 teaspoon apple pie spice. Cook and stir for 8 minutes until the apples are tender. Cool. In a large bowl beat the cream cheese until smooth. Add the remaining apple pie spice and add 1/2 cup caramel ice cream topping. Fold in 2 cups cool whip. In a trifle bowl, layer a layer of pound cake, then a layer of cream cheese mixture, and then a layer of apple mixture. Repet twice and then put the rest of the cool whip on top and then drizzle the caramel ice cream topping over this. Can put some more apple pie spice over the caramel. Ref. for 11/2 hours before serving. Keep ref.