1 German chocolate cake mix
1 (14 oz.) pkg. caramels
1 stick butter
1/3 c. milk
1 c. chocolate chips
1 c. pecans

Prepare cake mix according to package directions. Pour 1/2 batter into a greased and floured 8x13 inch pan. Bake 10 minutes at 350.

Melt caramels and butter in top of double boiler or microwave. Add milk and spread on cooled cake. Sprinkle nuts and chocolate chips over caramel mixture. Pour rest of batter over entire cake. Bake 20 to 30 minutes at 350. Cool and frost with fudge frosting.