1 (14 oz.) bag caramels
1 can (5 oz.) evaporated milk
1 box German chocolate cake mix with pudding
3/4 c. butter (soft)
1 bag semi-sweet chocolate chips
2 c. chopped pecans

1. Heat oven to 350 degrees. Line a 9 x 13 inch pan with foil lightly grease.

2. Heat caramels and milk until melted.

3. Mix cake mix according to directions using only 1/2 the oil called for on the box. Beat for 1 minute. Add butter; beat 2 minutes until thick and smooth.

4. Spread 1/2 batter (3 cups) in pan. Bake 12-15 minutes until cake puffs around edges.

5. Pour caramel mixture on top. Spread to edges of pan. Sprinkle 1 cup chocolate chips and 1 cup chopped pecans on top. Spoon remaining cake batter on top and carefully spread to edges.

6. Bake 35-40 minutes (until cake puffs up above sides of pan). Place on a wire cooling rack. Cool.

7. Melt remaining chocolate chips. Spread over cake. Sprinkle with pecans. Cool.