1/2 c. butter
1 (14 oz.) bag caramels
1 can condensed milk
1 pkg. chocolate cake mix

Melt together over low heat, stirring frequently the butter, milk and caramels. Make cake according to directions. Bake half of cake mix at 350 degrees for 20 minutes. Remove from oven, pour caramel mixture over cake. Pour remaining cake mix over caramel. Add chocolate chips and nuts as desired. Return to oven. Bake at 250 degrees for 25 minutes or until done.