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TURTLE TORTE 
1 box German chocolate cake mix
1 (14 oz.) bag caramels
3/4 c. butter
1/2 c. evaporated milk
1 c. chocolate chips
1 1/2 c. nuts, chopped
1 sm. pkg. instant butter pecan pudding
1 c. milk
1 (8 oz.) Extra Creamy Cool Whip

Prepare chocolate cake mix as directed on package. Pour 1/2 batter into 9 x 13 inch greased and floured pan. Bake 15 minutes at 350 degrees. Melt over low heat in double boiler: caramels, butter, evaporated milk. Pour this over the above partially baked batter. Sprinkle over caramel mixture the nuts and chocolate chips. Pour the remaining cake batter over top, spread evenly. Bake 20 minutes or until it leaves sides of pan. Cool completely.

FROSTING:

1 sm. pkg. instant butter pecan pudding
1 c. milk
1 (8 oz.) Cool Whip

Beat pudding and milk. Add Cool Whip. Spread on top of cooled cake. Serves 12 to 15.
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