1 German chocolate cake mix
1 stick butter
1/3 c. milk
1 c. chopped nuts
1 pkg. caramels
1 (6 oz.) pkg. chocolate chips

Mix cake as directed on box. Pour 1/2 cake batter in pan. Bake at 350 degrees for 15 minutes. Melt caramels, butter and milk. Remove cake. Pour caramel mixture on top of cake. Top with chocolate chips and nuts. Pour remaining cake batter over this and bake at 250 degrees for 20 minutes, turn oven to 350 degrees and bake 10 more minutes or until cake is done. Frost with chocolate frosting while warm.