28 light caramels
1 tbsp. butter
14 oz. sweetened condensed milk

Combine in double boiler; stir until melted. Set aside to cool.

CAKE:

19 oz. (dry) fudge cake mix
1 tbsp. shortening
3 eggs
1 c. water

Blend the above ingredients. Pour half in greased and floured 9 x 13 inch pan. Spread with cooled filling; top with remaining cake batter. Bake at 350 degrees for 30 to 40 minutes. Test cake by pressing lightly with finger.