Caramel Pear Cake

Ingredients:
3 medium ripe pears,peeled and sliced
28 Caramels
1-1/2 cups water,divided
2Tablespoons Butter
1 pkge. Yellow cake mix
3 eggs
1/3 cup oil
whipped cream

Arrange the pears slices in rows in a greased 13 x 9 baking dish; set aside.In a large saucepan,melt caramels with 1/2 cup water;stir in butter until smooth.Pour over pears.
In a large bowl,combine the cake mix,eggs,oil and remaining water;beat on low speed for 2 minutes.Pour over the caramel layer.
Bake at 350 for 45-50 minutes or until a toothpick inserted in the middle comes out clean.Cool for 5 minutes before inverting onto serving platter.Serve with whipped cream.