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

Preheat oven to 350 degrees. Prepare cake as directed. Pour 2 cups in 9"x13" greased pan. Bake 15 minutes.

In heavy saucepan over low heat, melt caramels and butter. Remove from heat, add sweetened condensed milk; mix well. Spread caramel over cake, remaining batter over caramels. Bake 30 minutes or until cake springs back when touched. Cool.