1 box German chocolate cake mix with pudding
1 can Eagle Brand milk
1 (14 oz.) bag Kraft caramelssticks butter
1 c. chopped walnuts or peanuts (optional)

Mix the cake mix according to directions. Divide batter into two parts. In the first half, stir 1 stick of melted butter and 1/2 can Eagle Brand milk. Bake 20 minutes at 350 degrees in a 9 x 13 inch pan.

Meanwhile, melt together the bag of caramels and the other stick of butter; stir in other 1/2 can of Eagle Brand milk. When the baked cake comes out of the oven, pour the caramel mixture over it, but avoid getting over the sides of the cake. Sprinkle nuts over this layer. Pour on remaining cake batter and bake 20 minutes or until done.