2 1/2 c. flour
3 tbsp. cocoa
2 tsp. baking soda
1/2 tsp. salt
1/2 c. shortening
2 c. sugar
2 sq. melted chocolate
2 beaten eggs
1 c. sour milk (1 tbsp. vinegar to 1 c. milk)

Sift together flour, cocoa, soda and salt. Set aside. Cream shortening and sugar. Add chocolate and beaten eggs. Add dry ingredients and milk alternately. Mix 1 teaspoon vanilla with 3/4 cup warm water. Fold in cake mixture with spatula. Pour 1/2 of batter in greased and floured 9x13 inch cake pan. Bake 350 degrees, 15 minutes.

Note: May substitute German chocolate cake mix - just mix according to directions.

MIDDLE LAYER:

12-16 oz. pkg. Kraft caramels
1/2 can sweetened condensed milk (14 oz.) or 1/2 can evaporated milk
1/2 c. butter
(Optional: Sprinkle 1 cup chopped pecans over caramel layer)

Melt together caramels, sweetened condensed milk and butter. Pour it on top of first layer. Pour remaining cake mix on middle layer. Bake 20-30 minutes at 350 degrees. Overbaking will dry out so test top layer with toothpick to see if it is clean. Cake will rise but not as high as normal cake mix because of caramel layer.

FROSTING:

1 c. sugar
5 tbsp. butter
1/3 c. milk
1 c. chocolate chips

Bring sugar, butter and milk to boil; then boil one minute. Then mix in chips until melted and frost cake quickly because this frosting hardens quickly.