CAKE:

1 box German chocolate cake mix

TOPPING:

1 pkg. instant vanilla pudding

1 (14 oz.) bag caramels
1 can sweetened condensed milk
1 c. milk

1 (9 oz.) Cool Whip

Prepare the cake mix according to the directions on the package and pour half of the batter in a greased 9 x 13 inch pan. Bake for 20 minutes at 350 degrees. Let it cool.

Melt in a double boiler 14 ounce bag of caramels and the sweetened condensed milk. Pour this mixture over the cooled cake. Then add over the cooled cake. Then add the remaining cake batter and bake for another 20 minutes. Frost with topping and refrigerate.