1 German chocolate cake mix
1 stick butter, softened
1 1/2 c. water
1/2 c. oil
1 can sweetened condensed milk
1 bag (1 lb.) caramels
Pecans

Combine and mix well cake mix, butter, water, oil and 1/2 of can condensed milk. Pour 1/2 of the batter into a greased and floured 13x9x2 inch baking dish. Bake in a preheated 350 degree oven for 20 to 25 minutes.

Melt and mix together caramels and 1/2 can condensed milk. Spread over the baked layer. Sprinkle generously with chopped pecans. Cover with remaining cake batter. Bake 25 to 35 minutes longer.

TURTLE CAKE FROSTING:

1 stick butter
3 tbsp. cocoa
6 tbsp. evaporated milk
1 box powdered sugar
1 tsp. vanilla

Melt in a small saucepan butter, cocoa and evaporated milk. Remove from heat and add powdered sugar and vanilla. Spread on cake.