1 box German chocolate cake mix
1 (14 oz.) bag caramels
1 stick butter
1/2 c. milk
3/4 c. chocolate chips
1 c. pecans or walnuts, chopped

Prepare cake as directed. Pour 1/2 batter into greased 9 x 13 inch pan. Bake at 350 degrees for 20 minutes. While this bakes melt the caramels, butter and milk in double boiler (or microwave). Pour over cake top with chips and nuts. Pour rest of cake mix on top. Bake at 250 degrees for 20 minutes and then to 350 degrees for 10-15 minutes.

When cake cools top with: 1 c. milk 1 sm. box instant chocolate pudding

Whip to frosting consistency and put on cake.