1 (14 oz.) bag caramels
1 (6 oz.) bag chocolate chips
2/3 c. evaporated milk
3/4 c. melted butter
1 pkg. German chocolate cake
1 pkg. walnuts

Combine caramels and 1/3 cup milk; set aside. Combine cake mix, 3/4 cup butter and remaining milk until smooth. Put 1/2 mixture into 9 x 13 pan.

Bake 6 minutes. Cool. Pour melted caramels over cake layer. Add chocolate chips and 1/2 of walnuts. Mix. Add remaining walnuts and cake mix. Run knife through several times to marbleize.

Bake at 350°F in 13 x 9 x 2 pan for 40 to 45 minutes.