1 German chocolate cake, mixed as directed
1 pkg. caramels (50)
1/3 c. milk
3/4 c. chocolate chips
1/2 c. chopped nuts

Pour 1/2 cake batter into 9 x 13 inch pan. Bake at 250 degrees for 2 minutes. Melt caramels, butter and milk over low heat. Pour over cake, sprinkle with nuts and chocolate chips. Top with remaining batter and bake at 350 degrees for approximately 10 minutes. Cool.

FROSTING:

Combine 1 (4 ounce) package instant chocolate fudge pudding mix and 1 cup milk. Beat. Fold in 8 ounce Cool Whip and refrigerate.