1 pkg. German chocolate cake mix
3/4 c. butter
1/2 c. Eagle Brand sweetened condensed milk
14 oz. pkg. caramels
1 c. chocolate chips
1 c. pecans, broken

Mix cake according to directions on box. Pour half of batter in 9x13 inch cake pan. Bake at 350 degrees for 10 minutes.

In saucepan, mix Eagle Brand milk, butter, and caramels. Cook until melted. Smooth and pour over hot cake. Cover with chocolate chips and pecans. Immediately cover with remaining batter; cover all. Bake 20 minutes. Serve cold.