1 (18 oz.) pkg. chocolate cake mix
1 (12 oz.) can sweetened condensed milk
1/4 lb. (1 stick) butter
1 lb. caramels
6 oz. semi-sweet chocolate chips
1 c. chopped nuts
Betty Crocker Fudge Icing

Prepare cake mix according to package directions. Pour 1/2 of the batter into a greased 13 x 9 inch pan. Bake in a 350 degree preheated oven for 15 minutes. Remove from oven and set aside to cool.

In a saucepan over medium heat, combine condensed milk, butter and caramels. heat stirring until melted. Mix together thoroughly. Pour caramel topping over cooled cake spreading evenly. Sprinkle topping with nuts and chocolate chips. Pour remaining cake batter over all and return to hot oven. Continue baking at 350 degrees for 30 minutes. Remove from oven and cool completely. Frost with fudge frosting.