1 German chocolate cake mix
40-50 caramels (I use 60)
1 cube butter
1 sm. can evaporated milk (1/2 c.)
1 c. chocolate chips
1 c. chopped walnuts

Melt 40-50 caramels (or more) over hot water in a double boiler. When melted, add 1 cube butter and evaporated milk. Mix well. Set aside.

Make 1 German chocolate cake mix as directed on box. (Preheat oven to 350 degrees.) Pour 1/2 the batter in a greased, floured 9x13 inch pan. Bake for 15 minutes. (Make sure this part of cake is done enough so something can be spread over the top without mixing in with the cake.)

Remove from oven. Pour caramel mix over top of cake, 1 cup chocolate chips, and 1 cup chopped walnuts. Pour remaining cake batter over top of this. Bake 20-25 minutes more (or until cake is done when toothpick inserted). Cool and serve topped with Cool Whip. Enjoy!