1/2 c. butter
1/3 c. milk
1 pkg. caramels
1 German chocolate cake
1 pkg. milk chocolate chips
1 c. chopped nuts

Prepare cake mix as directed. Pour 1/2 into greased 9 x 13 pan and bake 20 minutes at 350°F. Melt butter, milk and caramels over top of cake; sprinkle nuts and chips over this.

Bake 10 minutes more at 350°F. Reduce heat to 250°F another 30 minutes.