CAKE:

1 pkg. German chocolate cake mix
1 can Eagle Brand milk
3/4 c. melted butter
1 (4 oz.) pkg. caramels
1 (6 oz.) pkg. chocolate chips
3/4 c. pecans

CHOCOLATE ICING:

1 stick butter
6 tbsp. milk
1 box powdered sugar
3 tbsp. cocoa
1 1/2 tsp. vanilla
1/2 c. pecans

Mix cake mix according to directions on box. Add 1/3 cup Eagle Brand milk and 3/4 cup melted butter to mix. Bake half of the cake mix in a 9"x13" pan for 20 minutes at 350 degrees.

While cake is baking, melt caramel and rest of milk in double boiler. Remove cake from oven and spoon caramel over the top. Sprinkle chocolate chips and nuts over caramel. Spread remaining cake batter on top of caramel. Bake at 350 degrees for at least another 20 minutes or until done.

To Frost: Combine butter, milk and cocoa. Stir over low heat until melted. Add sugar, vanilla and beat until smooth. Stir in nuts. Spread over cake.