1 German chocolate cake mix
1 bag caramels
1 can Eagle Brand condensed milk
1 sm. box instant chocolate pudding
1 c. milk
8 oz. Cool Whip

Mix cake as directed on box. Pour half into a 9 x 13 inch greased pan; bake 15 minutes at 350 degrees. Melt caramels with condensed milk and pour over baked first half; add chopped nuts if desired. Pour remaining batter over and bake 25-35 minutes. Mix pudding with milk; add Cool Whip. Top cooled cake.