1 box chocolate cake mix
1 c. milk
1 (14 oz.) caramel candy
1 c. chopped nuts
1 c. chocolate chips
1 can chocolate frosting

Mix cake according to directions. Pour half of batter in a greased and floured 9x13 inch pan. Bake 10 minutes at 350 degrees.

Melt caramels with milk over low heat to make sauce. Remove cake from oven, pour sauce over cake. Sprinkle with chocolate chips and nuts. Pour rest of batter over mixture. Bake 17-20 minutes longer or until done, cover with 1 can chocolate frosting.