1 (14 oz.) pkg. caramels
1/3 c. milk
1/2 c. butter
1 pkg. German chocolate cake mix
3/4 c. chocolate chips
1/2 c. chopped nuts
Whipped topping

Melt together caramels, milk and butter. Mix cake mix by package directions. Grease and flour 9 x 13 inch pan and pour half of cake batter in. Bake at 350 degrees for 15 minutes. Spread caramel mixture over hot cake and sprinkle with chocolate chips and nuts.

Pour remaining batter over this and bake at 250 degrees for 20 minutes, and then 350 degrees for 10 minutes. Top with whipped topping. Serves 16-20.