1 pkg. German chocolate cake mix
1 stick butter, softened
1 1/2 c. water
1/2 c. oil
1/2 c. sweetened condensed milk

Combine and mix ingredients. Pour half of the batter into a greased 13"x9"x2" baking pan. Bake at 350 degrees for 20 to 25 minutes.

FILLING:

1/2 c. sweetened condensed milk
1 lb. bag caramels
Chopped pecans

Melt caramels and mix with milk. Spread over the baked layer. Sprinkle with pecans. Cover with remaining cake batter and bake until done, 35 to 45 minutes.

FROSTING:

1 stick butter
3 tbsp. cocoa
6 tbsp. evaporated milk
1 lb. box confectioners' sugar
1 tbsp. vanilla

Melt butter, cocoa and milk. Remove from heat. Add sugar and vanilla. Spread on cooled cake.