1 dark chocolate cake mix
1 stick butter
40 caramels
1 tsp. vanilla
1 can Eagle Brand condensed milk
2 c. chocolate chips
1/2 c. chopped pecans
1/2 can Double Dutch frosting OR
Any dark chocolate frosting, spread thinly

Melt 40 caramels in 1 stick butter, stirring often to avoid burning (can use double boiler). Add Eagle Brand and vanilla and stir until smooth. Keep warm until later.

Mix cake according to directions. Pour 1/2 into greased and floured 9 x 13 pan. Bake at 350 degrees for 12 to 15 minutes until firm.

Put chocolate chips over cake and melt in oven. Spread; put pecans over chocolate. Pour caramel over all. Top with frosting.