1 (14 oz.) bag Kraft caramels
2/3 c. evaporated milk
1 (2 layer) German chocolate cake mix (w/pudding)
1/2 c. butter, melted
1 (6 oz.) pkg. semi-sweet chocolate pieces

Melt caramels with 1/3 cup evaporated milk over low heat, stirring until smooth. Combine remaining milk, cake mix and butter; mix well. Press half of cake mixture into bottom of greased 13 x 9 inch cake pan. Bake at 350 degrees for 6 minutes.

Sprinkle 1 cup walnuts and chocolate chips over crust then top with caramel mixture. Top with teaspoons of remaining cake mixture; press gently into caramel mixture, sprinkle with remaining walnuts. Bake at 350 degrees for 20 minutes.