1 box German chocolate cake mix with pudding
2 sticks butter
1 can Eagle Brand condensed milk
1 bag Kraft caramels
1/2 c. chopped walnuts (optional)

Make cake mix according to directions on box. Divide in half.

Melt 2 stick butter. Add 1/2 can of milk. Mix well.

Combine butter and milk liquid with one part of divided cake batter. Stir well. Pour into a greased 9 x 13 pan. Bake at 350 degrees for 25 minutes.

Melt caramels with 1 stick butter. Add remaining 1/2 can of milk and chopped nuts. Pour over baked layer.

Pour rest of batter on top.

Bake at 350 degrees for 25 minutes.