1 (14 oz.) bag Kraft caramels
2/3 c. evaporated milk
1 (2 layer) German chocolate cake mix with pudding
1/2 c. butter, melted
1 1/2 c. walnuts, chopped
1 (6 oz.) pkg. semi-sweet chocolate bits

Melt caramels with 1/2 cup evaporated milk. Stir. Combine remaining milk, cake mix and butter in mixing bowl. Press 1/2 mixture into bottom of greased 13 x 9 inch pan. Bake 6 minutes at 350 degrees. Top with 1 cup nuts and chocolate bits.

Then top with melted caramel mixture. Spread to edges of pan. Top with teaspoonfuls of remaining mix. Press into caramel. Sprinkle with nuts. Press - cook 20 minutes at 350 degrees. Cool slightly. Refrigerate.