50 caramels (unwrapped)
2/3 c. Milnot
1 German chocolate cake mix
3/4 c. butter (melted)
1 c. chocolate chips
1 c. chopped pecans

Melt caramels in double boiler and add 1/3 cup of milk. Stir until smooth.

Combine cake mix, melted butter and remaining 1/3 cup milk. Spread 1/2 cake mixture in a greased 9x13 pan. Bake 10 minutes at 350 degrees.

Remove from oven and sprinkle with chocolate chips, nuts and drizzle caramel over top. Thin other 1/2 cake mixture with water until pourable. Pour over hot mixture and continue baking 15 minutes at 350 or until firm. Cool before slicing. Makes 3 dozen.