1 German chocolate cake mix
1 (14 oz.) bag caramels
1/2 c. evaporated milk
1 stick butter
1 c. chocolate chips
1 c. walnuts or pecans, broken

Mix cake as on package. Bake half of mixture in greased and floured 9x13 inch pan for 15 minutes at 350 degrees.

Melt together evaporated milk, caramels, and butter. Spoon over cake, then sprinkle chocolate chips and nuts over top. Spoon rest of cake mixture over. Bake 20 minutes.