14 oz. bag caramels
1 stick butter
1 bag semi-sweet chocolate chips
1 bag milk chocolate chips
1 pkg. German chocolate cake mix
1 can evaporated milk
Chopped walnuts

Mix 1/3 cup evaporated milk with caramels in top of double boiler. Bring to boil, melt caramels. Mix dry cake mix with rest of milk and butter. Put half of this mixture in 10"x13" baking dish. Bake for 6 minutes at 350 degrees.

Add the following in layers:

1. Nuts

2. Chocolate chips

3. Pour caramel mixture over top.