1 chocolate cake mix
1 can Eagle Brand sweetened milk
1 bag caramels
1 container Cool Whip
1 pkg. instant vanilla pudding

Make cake mix. Bake 1/2 batter in a greased 13"x9" pan at 350 degrees. In double boiler melt caramels with milk. When cake is cooked, pour caramel mixture over it. Then put other half of cake mix over that and bake it. When done and cool, mix Cool Whip and pudding together and spread on top. Chill an hour or two before serving.