1 (18 1/4 or 18 1/2 oz.) pkg. chocolate cake mix
1 (14 oz.) pkg. Eagle Brand caramels, unwrapped
1/2 c. butter
1 (14 oz.) can Eagle Brand sweetened condensed milk
1 c. coarsely chopped pecans

Preheat oven to 350 degrees. Prepare cake mix as package directs. Pour 2 cups batter into greased 13x9 inch pan. Bake 15 minutes.

Meanwhile in heavy saucepan, over low heat, melt caramels and butter with sweetened condensed milk, stirring until smooth. Spread evenly over cake. Spread remaining cake batter over caramel mixture. Top with nuts. Return to oven; bake 30 to 35 minutes or until cake springs back when lightly touched. Cool. Garnish as desired. Whipped topping or Cool Whip and pecans, sprinkles.