1 German chocolate cake mix
1 (14 oz.) caramels
3/4 c. butter
1 c. chopped nuts
1/2 c. evaporated milk
1 c. semi sweet chocolate chips
1 can flaked coconut

Prepare cake mix according to directions. Pour half of batter into pan and bake for 15 minutes. Melt caramel in an double boiler over low heat, add butter and cream and spread over cake. Sprinkle chocolate chips, nuts and coconut over cake. Pour rest of cake batter over cake and bake additional 30 minutes.

FROSTING:

1 stick butter
1/3 c. milk
1 box of confectioners' sugar
3 1/2 tbsp. cocoa
1 c. chopped nuts
Dash of salt

Bring butter, milk, salt and cocoa to a boil over medium heat. Add confectioners' sugar and nuts and mix well. Pour over cake while both are still hot.