1 box German chocolate cake mix
1 stick butter
1 (14 oz.) pkg. caramels
6 oz. chocolate chips
7 oz. Eagle Brand milk
6 oz. pecans, chopped

Mix cake as directed on box. Pour half of mixture into a greased 9x13 inch pan. Bake 15 minutes at temperature indicated on box. Place butter, caramels and milk in top of double boiler, stir until caramels are melted. Cool slightly. Spread over baked cake.

Spread remaining cake batter over caramel mixture. Sprinkle with pecans and chocolate chips. Bake 20-25 minutes more.