1 German chocolate cake mix
2 sticks butter
1 can Eagle Brand milk
16 oz. Kraft caramels
1 c. chocolate chips

Preheat oven to 350 degree. Mix cake mix as directed. Divide batter in half. In one half add 1/2 cup melted butter and 1/2 can Eagle Brand milk. Pour this half into greased 9 x 13 pan. Bake at 350 degrees for 25 minutes.

While that is baking, melt (on low heat, stirring a lot) 16 ounces caramels, 1/2 cup butter, and 1/2 can Eagle Brand milk. Pour this over the baked half. Sprinkle with 1 cup chocolate chips and pour other half of cake mix on top. Bake at 350 degrees for 30 minutes. It's real rich!

ICING (optional) :
1/2 c. soft butter
1 tsp. vanilla
3 tbsp. cocoa
3 tbsp. milk
1 lb. box powdered sugar

Cream all together.