1 (14 oz.) bag caramels
2/3 c. (5 oz.) can evaporated milk
1 pkg. German chocolate cake mix with pudding
1/2 c. butter, melted
1 1/2 c. chopped walnuts
1 (6 oz.) pkg. chocolate chips

Melt caramels with 1/3 cup milk over low heat, stirring until smooth. Set aside. Combine remaining milk, dry cake mix and butter. Mix well. Press 1/2 of cake mixture into bottom of greased 9x13 inch pan. Bake at 350 degrees for 6 minutes. Sprinkle chocolate chips and 1 cup walnuts over crust. Top with caramel mixture, spreading to edges of pan. Top with remaining cake mixture. Sprinkle with remaining walnuts, pressing lightly into top. Bake at 350 degrees for 20 minutes. Cool. Store in refrigerator.