1 pkg. chocolate cake mix (Pillsbury)
1 can Eagle Brand condensed milk
31 caramels
1 pkg. instant vanilla pudding mix
3 1/2 c. or 1/2 lg. (one 8 oz.) container Cool Whip
1 c. milk

Melt caramels in a little bit of water while you are mixing cake and getting it ready for the oven.

Grease and flour 13 x 9 inch cake pan. Mix cake mix according to directions on package. Pour 1/2 of batter into pan and bake 15 minutes at 350 degrees. Add Eagle Brand milk to caramels to make creamy.

Take cake from oven; pour caramel mixture over cake and pour rest of cake batter over caramel and bake 15 to 20 minutes more.

Frosting: 1 package instant vanilla pudding mixed with a scant cup of milk. Add Cool Whip; blend and spread on cooled cake and refrigerate.