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

Mix cake mix as directed on box. Add butter and 1/3 of the Eagle Brand milk. Pour 1/2 of the batter into 9 x 13 inch pan. Bake in 350 degree oven for 20 minutes. While cake is baking melt caramels and the rest of the Eagle Brand milk in double boiler. When cake comes out, pour caramel mixture over cake. Sprinkle with chocolate chips and nuts. Pour rest of batter over caramel mixture and bake until done or cake springs back when touched lightly in center. Let cool, add frosting.

FROSTING:

6 tbsp. milk
3 tbsp. cocoa
1 stick butter
1 lb. confectioners sugar
2 tsp. vanilla flavor
1/2 c. nuts, chopped

Heat milk, cocoa and butter until butter is melted. Add sugar and vanilla, beat until smooth, add nuts.