1 (17 1/2 oz.) pkg. fudge cake mix
1 c. water
1 tbsp. butter
3 eggs
1/3 c. sliced almonds, toasted

28 light caramels
1 (15 oz.) can sweetened condensed milk (Eagle Brand)
1 tbsp. batter

1/2 c. butter, softened
2 (1 oz. each) env. premelted unsweetened chocolate
3 tbsp. cream or milk
1 tsp. vanilla
2 c. powdered sugar

Generously grease and lightly flour bottom and sides of 13 x 9 inch cake pan. Prepare filling. In large mixer bowl, combine dry cake mix, water, butter, and eggs. Blend and beat as directed on package. Spread 1/2 the batter in prepared pan. Spread filling evenly over batter; cover with remaining batter. Bake at 350 degrees for 30-40 minutes until toothpick inserted in center comes out clean. Cool completely. Prepare frosting; frost cooled cake and if desired sprinkle top with almonds.

FILLING: In top of double boiler, combine all ingredients. Cook over hot water, stirring constantly, until caramels are melted.

FROSTING: In small mixer bowl, combine butter, chocolate,, cream, and vanilla; blend well. Gradually add powdered sugar; beat 2-3 minutes until light and fluffy.

TIP: Two squares (1 ounce each) unsweetened chocolate melted, can be used for the premelted chocolate.