1 box German chocolate cake mix
1 (14 oz.) bag caramels
1 stick butter
1/3 c. milk
3/4 c. chocolate chips
1 c. walnuts chopped

Prepare cake as directed. Pour 1/2 batter in greased 9 x 13 cake pan.

Bake at 350 degrees for 20 minutes. While this bakes, melt caramels, butter and milk in double boiler. Pour over cake after baking 20 minutes.

Top with chocolate chips and nuts.

Pour rest of cake mix on top.

Bake at 250 degrees for 20 minutes. Then turn oven to 350 degrees for 10 to 15 minutes. Cool.

When cooled, top with 8 ounce container of Cool Whip mixed with 1 cup milk and small box instant chocolate pudding mix. Mix pudding and milk, then add Cool Whip. Mix well. Spread on cake. Keep cake in refrigerator.