1 box German chocolate cake
1 c. water
2 sticks butter
3 eggs
1/2 can Eagle Brand milk
1 c. chopped pecans
1/2 c. chocolate chips (opt.)

Mix cake mix according to package directions. Pour 1/2 cake batter in greased and floured 9"x13" pan. Bake at 350 degrees for 20 minutes.

Meanwhile, melt 1 package Kraft caramels in a saucepan. Then add 1 stick butter and 1/2 can Eagle Brand milk. Stir until blended.

Spread mixture over 1/2 of baked cake. Sprinkle pecans and chocolate chips on this mixture. Pour other half of cake batter on top of this. Bake at 350 degrees for an additional 20 minutes. Let cool before serving. May be topped with Cool Whip before serving or frosted with your favorite frosting.