1 (14 oz.) pkg. caramels
1/2 c. butter
1 (14 oz.) can sweetened condensed milk
1 (18 oz.) pkg. chocolate cake mix
1 c. chopped nuts

Preheat oven to 350 degrees. In heavy sauce pan over low heat melt caramels and butter. Remove from heat, add condensed milk. Mix well.

Prepare cake mix according to directions. Pour 2 cups batter into greased 13 x 0 pan. Bake 15 minutes. Spread caramel mixture evenly over cake. Spread remaining cake batter over caramel mixture. Top with nuts. Return to oven and bake 30-35 minutes, until cake springs back when lightly touched.