14 oz. bag Kraft caramels
2/3 c. evaporated milk
2 layer box German chocolate cake mix with pudding
1/2 c. butter
1 1/2 c. Planters walnuts
6 oz. pkg. chocolate chips

Melt caramels with 1/3 cup milk. Stir until smooth over low heat. Combine remaining milk, cake mix, and butter; mix well. Press 1/2 of cake mixture in a greased 13 1/2 x 9 inch cake pan. Bake at 350 degrees for 6 minutes. Remove from oven and sprinkle 1 cup of walnuts and chocolate chips over crust. Top with caramel mixture. Spread to edges of pan. Top with teaspoons of remaining cake mixture. Press down lightly. Sprinkle with remaining walnuts. Press down lightly. Bake at 350 degrees for 20 minutes.