1 pkg. German chocolate cake mix
14 caramel candies
1/2 c. evaporated milk
3/4 c. butter
1 c. nuts
1 c. chocolate chips

Mix cake as directed on package. Put 1/2 of the batter in a greased 9 x 13 inch pan and bake at 350 degrees for 15 minutes. Melt together the caramels, evaporated milk and butter.

When cake comes out of the oven, pour the caramel mixture on top. Sprinkle nuts and chocolate chips over cake. Pour the rest of the batter on top and bake for 20 minutes.