1 German chocolate cake
1 bag caramels
1 tbsp. milk
1 stick butter
3/4 c. walnuts
3/4 c. chocolate chips

Mix cake as directed on package. Pour half of batter in a greased 9x13 pan. Bake at 350 degrees for 15-20 minutes. Melt a bag of caramels with 1 tablespoon milk and 1 stick butter.

Pour caramel mixture over cooled cake. Put walnuts and 3/4 cup chocolate chips on top of caramel mixture. Pour rest of cake batter over caramel. Bake at 350 degrees for 20 minutes. Frost or serve with whipped cream.