1 pkg. German chocolate cake mix
1 (14 oz.) pkg. caramels
1 stick butter
1/3 c. milk
3/4 c. real chocolate chips (semi-sweet)
1 c. walnuts, chopped

Prepare cake mix as directed. Pour 1/2 of the batter into a greased and floured 9"x13" cake pan. Bake at 350 degrees for 20 minutes.

Melt caramels with butter and milk over low heat, stirring frequently. Pour over baked cake, then sprinkle the chocolate chips and walnuts on top. Spoon the remaining cake batter over the caramel layer.

Put cake back in 250 degree oven for 20 minutes, then increase temperature to 350 degrees and bake 10 minutes longer.