1 pkg. chocolate cake mix with pudding in mix
1 (14-16 oz.) bag caramels (unwrap)
12 oz. bag chocolate chips
12 oz. bag butterscotch chips
2 c. walnuts, chopped
1 can Eagle Brand condensed milk
3/4 c. butter (melted)

Stir together cake mix, butter, 1/2 of the milk. Put 1/2 of the mixture into bottom of 13x9 pan. Bake at 375 degrees for 6 minutes. Meanwhile, melt caramels with rest of the milk in microwave. When mixture comes out of oven, pour chocolate chips and butterscotch chips over it and allow to melt.

Spread nuts over the chips. Top with caramel mixture. With the other 1/2 of the cake mixture, put clumps on top of the caramel mixture (pat on top). Bake 15-20 minutes. Cut while warm and remove from pan. Refrigerate.