1 German chocolate cake mix
1 stick butter
3/4 c. chocolate chips
1 pkg. Kraft caramels
1/3 c. milk
1 c. nuts

Mix cake mix as needed. Pour half of batter in 9 x 13-inch greased pan. Bake 20 minutes at 350 degrees. Melt caramels, butter and milk. Pour over baked cake mix. Sprinkle with the chocolate bits and chopped nuts. Dot remaining cake mix on top. Bake 20 minutes at 250 degrees and 10 minutes at 350 degrees. Needs no icing.