1 pkg. (2 layer size) German chocolate cake mix
1 (16 oz.) pkg. caramel candies
1/2 c. (1 stick) butter
1 (6 oz.) pkg. chocolate chips
1/3 c. milk
1 c. chopped nuts

Grease and flour a 9x13 inch cake pan. Preheat oven to 350 degrees for first baking.

In large bowl, mix cake as directed on package. Pour half the batter into the pan, reserving the other half for topping. Bake in a preheated 350 degree oven for 20 minutes. Remove from oven. Reduce oven temperature to 250 degrees.

Meanwhile, in a small saucepan, melt caramels with milk and butter. Pour over the baked portion of the cake. Sprinkle with chocolate chips and nuts. Carefully pour remainder of cake batter on top and bake in a 250 degree oven for 20 minutes. Increase oven temperature to 350 and continue to bake for 10 minutes. Remove from oven to wire cake rack and let cool before serving. Serves 10-12.