1 (2 layer) chocolate cake mix
1 (14-16 oz.) bag vanilla caramels
1/2 c. butter
1 c. evaporated milk
1 c. chocolate chips
1 c. chopped nuts

Grease and flour 9x13 inch pan. Prepare cake mix as directed on package. Pour half of batter into pan. Bake at 350 degrees for 15 minutes.

Meanwhile, make filling. Over low heat, melt caramels and butter in milk, stirring constantly. Remove from heat.

Pour filling mixture over baked cake, top with chocolate chips and nuts. Pour remaining batter over top. Return to oven and bake for 20 minutes at 350 degrees. When cool, frost lightly with favorite icing.