1 box German chocolate cake mix
1 (14 oz.) bag caramels
1/2 c. butter
1 c. milk
1 (8 oz.) Cool Whip
1/2 c. milk
3/4 c. chocolate chips
1 c. pecans or walnuts, chopped
1 sm. pkg. instant chocolate pudding

Prepare cake mix as directed. Pour 1/2 of batter into greased 9"x13" pan. Bake at 350 degrees for 20 minutes. While baking melt caramels, butter and milk in double boiler. Pour over baked cake and top with chocolate chips and nuts. Pour rest of cake batter over top. Bake at 250 degrees for 20 minutes and then at 350 degrees for 10 to 15 minutes. When cool, top with Cool Whip, pudding and 1/2 cup milk mixed together.