1 box German Chocolate cake
14 oz. bag caramels
1 stick butter
1/3 c. milk
3/4 c. chocolate chips
1 c. pecans or walnuts, chopped

Prepare cake as directed. Pour 1/2 in greased 9 x 13 inch pan. Bake at 350 degrees for 20 minutes. While this bakes, melt caramels, butter, and milk in double boiler (or microwave). Pour over cake. Top with chips and nuts. Pour rest of batter on top. Bake at 250 degrees for 20 minutes, then at 350 degrees for 10-15 minutes. Cool.

When cooled top with:

1 box chocolate instant pudding mix, blended in 1 c. milk

Fold in 8 ounces Cool Whip. Keep in refrigerator.