1 (14 oz.) bag caramels
2/3 c. (5 fl. oz. can) evaporated milk
1 (2 layer) German chocolate cake mix with pudding
1/2 c. butter, melted
1 1/2 c. chopped walnuts or pecans
1 (6 oz.) pkg. semi-sweet chocolate pieces

Melt caramels with 1/3 cup milk over low heat. Stir until smooth. Combine remaining milk, cake mix and butter, mix well. Press half of cake mixture into bottom of greased 9 x 13 inch pan. Bake at 305 degrees for 6 minutes.

Sprinkle 1 cup of walnuts and chocolate pieces over crust; top with caramel mixture. Spread to edges of pan. Top with teaspoonfuls of remaining cake mixture. Press gently into caramel mixture. Sprinkle with remaining nuts pressing lightly into top. Bake at 350 degrees for 20 minutes. Cool slightly. Refrigerate. Cut into bars.