1 chocolate cake mix
1 (14 oz.) pkg. Eagle Brand caramels, unwrapped
1 (14 oz.) can Eagle Brand sweetened condensed milk
1/2 c. butter
1 c. coarsely chopped pecans

Preheat oven to 350 degrees. Prepare cake mix as package directs. Spread 2 cups batter into greased 9x13 inch baking pan; bake 15 minutes.

Meanwhile, in heavy saucepan, over low heat, melt caramels with sweetened condensed milk and butter. Spread evenly over cake. Spread remaining batter over caramel mixture. Top with nuts. Return to oven; bake 30 to 35 minutes or until cake springs back when lightly touched.