1 chocolate cake mix
1 can Eagle Brand milk
30 caramels
Lg. Cool Whip
1 reg. Dream Whip

Mix cake according to package and bake in 9x13 inch pan. Only bake half cake mixture for 15 minutes; while that is baking, heat Eagle Brand and caramels until melted.

Spread caramel mixture on the baked cake to 1/2 inches around pan. Pour remaining cake batter over caramel mixture. Bake for additional 15-20 minutes or until it is done. Cool.

Whip Dream Whip and Cool Whip and spread on top for frosting. Keep refrigerated.