Cake:

1 box chocolate cake mix
31 caramels
1 can sweetened condensed milk

Mix the cake mix according to pkg. directions. Pour half of the batter in a greased 9 x 13 cake pan.

Bake at 350°F for 10-15 minutes, or until almost done. While the cake is baking, put the sweetened condensed milk in a microwavable bowl. Unwrap the caramels and put in the bowl with the milk. Microwave for 2 minutes, stir frequently. Continue to microwave until melted, stirring frequently. Pour the caramel mixture over the baked cake. Spread the remaining cake mixture over the caramel mixture.

Bake for 10-15 minutes or until done.

Frosting:

1 pkg. French vanilla pudding
1 c. milk
2 c. Cool Whip

Mix pudding with milk until almost set; stir in Cool Whip. Spread over cooled cake. Due to milk and Cool Whip, cake should be refrigerated.