1 pkg. German chocolate cake mix
1/2 c. butter, softened
1 1/2 c. water
1/2 c. oil
14 oz. can sweetened condensed milk
1 c. chopped pecans
1 lb. caramels

Combine cake mix, butter, water, oil, and 1/2 can of condensed milk in mixing bowl. Mix well. Pour 1/2 of batter into greased and floured 13 x 9 inch baking pan. Bake at 350 degrees for 20 to 25 minutes. Melt and mix caramels with remaining condensed milk over low heat until smooth. Spread over baked layer. Sprinkle with pecans. Cover with remaining cake batter. Bake 25 to 35 minutes or until cake tests done. Cool. Frost.

TURTLE CAKE FROSTING:

1/2 c. butter
3 tbsp. cocoa
6 tbsp. evaporated milk
1 lb. sifted powdered sugar
1 tbsp. vanilla

Combine butter, cocoa and evaporated milk in small saucepan. Melt over low heat. Remove from heat and beat in powdered sugar and vanilla until smooth. Spread immediately.