1 pkg. German chocolate cake mix
1 pkg. (14 oz.) caramels
2/3 c. canned milk
1 c. chocolate chips
3/4 c. melted butter
1/2 tsp. vanilla
1 c. nuts, chopped (optional)

Melt caramels and 1/3 cup milk over double boiler. Mix cake mix and butter, 1/3 cup milk, vanilla and nuts together.

Grease and flour pan. Preheat oven at 350 degrees. Spread 1/2 of cake mixture in dish. Bake 6 minutes. Remove from oven and sprinkle chocolate chips over it.

Pour melted caramel mixture over that and spread. Dab remaining 1/2 of cake mixture over all. Bake 16 minutes. Let cool before cutting.