1 pkg. caramels
1/2 c. evaporated milk
3/4 c. butter

Melt in microwave. Let cool some.

1 pkg. German chocolate cake mix
2 c. chocolate chips
1 c. nuts

Preheat oven to 350 degrees. Prepare cake mix as on package directions. Spoon 1/2 of the batter into a greased 9x13 pan. Bake 15 minutes. Remove from oven.

Pour melted caramel mixture on top of cake. Sprinkle with chips and nuts. Spoon remaining cake batter over all. Bake 30 minutes. Let cool in pan and cut in bars. Use Cool Whip or ice cream for topping.