1 box chocolate cake mix
1 (14 oz.) pkg. caramels
3/4 c. butter
1/2 c. sweetened condensed milk
1 c. chocolate chips (can add more)
1 c. chopped nuts (can add more)

Mix cake mix as directed on box. Pour half of batter into 9x13 inch greased pan. Bake at 350 degrees for 15 minutes. While baking, mix and melt on low heat, butter, milk and caramels.

As soon as cake comes out, pour above mixture over cake, sprinkle with nuts and chocolate chips. Pour rest of batter over all and bake 20-25 minutes longer. Let set at least 1 hour before cutting. Can frost with chocolate frosting.