1 pkg. German chocolate cake mix
1 can sweetened condensed milk
1 c. chopped pecans
14 oz. Kraft caramels
1/3 c. butter
1 c. semi-sweet chocolate chips

FROSTING:

6 tbsp. milk
6 tbsp. butter
1 1/2 c. sugar
1/2 c. chocolate chips

Mix cake as directed on box. Put 1/3 of the batter in a 9x13 inch greased pan. Bake 20 minutes at 350 degrees.

Melt caramels, sweetened condensed milk and butter in microwave. Pour over cake mix and sprinkle pecans and chips over the caramel mixture. Cover with remaining cake mix and bake 30 minutes at 350 degrees.

For frosting: Boil milk, sugar and butter for 30 seconds. Add 1/2 cup chips. Beat and spread.