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

Mix cake as directed on box. Pour half the batter in a greased 9 x 13 pan and bake at 350 degrees for 20 minutes. Melt caramels, butter and milk in microwave. Pour over baked half of cake. Sprinkle chocolate chips and walnuts next. Pour rest of cake batter over and bake at 250 degrees for 20 minutes and 350 degrees for 10 minutes. Top with Cool Whip.