1 (14 oz.) pkg. caramels
2/3 c. evaporated milk
1 German chocolate cake mix
1/2 c. butter, melted
1 1/2 c. chopped walnuts
1 c. semi-sweet chocolate chips

Heat oven to 350°F. Melt caramels with 1/3 cup evaporated milk over low heat, stirring frequently until smooth. Set aside.

Mix remaining milk, cake mix and butter. Press 1/2 of the cake mixture onto bottom of 9 x 13 pan.

Bake 8 minutes. Sprinkle 1 cup of walnuts and 1/2 cup of the chips over crust. Top with the caramel mixture, spreading to edges of pan. Top with teaspoonful of remaining cake mixture. Press gently into caramel mixture. Top with remaining 1/2 cup walnuts and 1/2 cup chips.

Bake 18 minutes.