1 German chocolate cake mix
1 stick butter, softened
1 1/2 c. water
1/2 c. oil
1/2 can Eagle Brand condensed milk

Combine and mix above ingredients well. Pour 1/2 of the batter into a greased and floured 13 x 9 x 2 inch baking pan. Bake at 350 degrees for 20 to 25 minutes.

1 lb. bag caramels
1/2 can Eagle Brand milk

Melt and mix together. Spread this over the baked layer. Sprinkle generously with chopped pecans. Cover this with remaining cake batter. Bake 25 to 35 minutes longer.

TURTLE CAKE FROSTING:

Melt 1 stick butter, 3 tablespoon cocoa, 6 tablespoon evaporated milk. Remove from heat and add:

1 box powdered sugar
1 tbsp. vanilla

Spread over cool cake.