1 German chocolate cake mix
1/2 c. oil
1 1/2 c. water
2 eggs
1/2 can Eagle Brand milk
1 lg. bag caramels
1 1/2 sticks butter
1/2 c. evaporated milk
1 c. chocolate chips
1 c. chopped pecans

Combine first 5 ingredients and mix well. Pour half of batter in a 9x13x2 inch pan that has been greased and floured. Bake in preheated 350 degree oven for 20-25 minutes. Punch holes in warm cake.

Before you start the rest of the cake, melt caramels and butter together; add evaporated milk. Stir well to mix. Pour caramel mixture over baked cake. Sprinkle with chocolate chips and pecans. Pour the other half of cake batter over the top of caramel mixture and bake for 25-35 minutes longer.

FROSTING:

1/2 stick butter
2 tbsp. cocoa
1/2 can Eagle Brand milk
Powdered sugar
1 c. chopped pecans

Melt butter and add cocoa. Stir in milk, powdered sugar, and nuts. Spread on warm cake. Use enough powdered sugar to make spreading easy, but not too thin.