1 box German chocolate cake mix
1 c. milk
1 (14 oz.) pkg. caramel candy
1 c. chocolate chips
1 c. nuts, chopped

Mix cake according to directions. Pour half of mixture in a greased and floured 9x13 inch pan. Bake 10 minutes at 350 degrees. Melt caramels with milk over low heat to make a sauce. Remove cake from oven after 10 minutes and pour sauce over cake. Sprinkle with chocolate chips and nuts. Pour remaining batter over cake and sauce. Bake an additional 17 to 20 minutes longer or until done.

ICING:

1 stick butter
1/3 c. milk
3 1/2 tbsp. milk
Dash of salt
1 box confectioners' sugar
1 c. chopped nuts

Bring butter, milk, cocoa, salt to boil over medium heat. Add confectioners' sugar and nuts. Pour over cake while both are hot.