1 box German chocolate cake mix
3/4 c. butter, melted
1 c. walnuts or pecans, chopped
14 oz. caramels
1/2 c. evaporated milk
12 oz. semi-sweet chocolate chips

Preheat oven to 350 degrees.

Mix cake mix, butter and nuts. Press 1/2 - 3/4 into bottom of 9 x 13 inch greased and floured pan. Bake for 6 minutes.

Melt caramels in the evaporated milk in a double boiler (or microwave for 5 minutes at medium power).

Spread the chocolate chips evenly over the baked first layer, then pour the caramel-milk mixture over chocolate. Top with remaining cake mixture. Bake 13-18 minutes. Cool in refrigerator for 30 minutes before cutting. Freezes well. Yield 2 dozen.