1 pkg. chocolate cake mix
1 (14 oz.) pkg. Eagle Brand caramels, unwrapped
1 (14 oz.) can Eagle Brand sweet & condensed milk (not evaporated)
1/2 c. butter
1 c. coarsely chopped pecans

Preheat oven to 350 degrees. Prepare cake mix as package directs. Spread 2 cups batter into greased 13 x 9 inch pan. Bake 15 minutes.

Meanwhile, in heavy saucepan, over low heat, melt caramels with sweetened condensed milk and butter. Spread evenly over cake; spread remaining cake batter over caramel mixture. Top with nuts. Return to oven; bake 30-35 minutes or until cake springs back when lightly touched. Cool.