18 1/2 oz. pkg. chocolate pudding recipe cake mix
28 light caramels
15 oz. can sweetened condensed milk
1 tbsp. butter

Preheat oven to 350 degrees. Grease and flour a 9 x 13 inch pan. Prepare cake according to directions. Combine caramels, milk, and butter in top of double boiler. Stir constantly until caramels are melted and let cool slightly. Spread 1/2 cake mix in pan. Bake for 10 minutes. Pour caramel mixture in thin stream over batter. Cover with remaining cake mix batter. Bake at 350 degrees for 20 to 30 minutes. Cool. Prepare frosting. Yield: 12 to 16 servings.

FROSTING:

1/2 c. butter
2 squares unsweetened chocolate, melted
3 tbsp. cream or milk
1 tsp. vanilla
2 c. sifted powdered sugar

Beat first 4 ingredients until creamy, gradually adding powdered sugar. Frost cake.