2/3 cup evaporated milk

14 ounce bag of caramels, unwrapped

1 box German chocolate cake mix

3/4 cup butter, sotened

1 cup walnuts, chopped

1 cup semi-sweet chocolate chips

Melt over low heat 1/3 cup evaporated milk and caramels. Set aside.

Combine cake mix, 1/3 cup evaporated milk, and butter. Stir by hand. Add walnuts. Spread 1/2 of mixture in a 9 x 13″ pan. Pat down. Bake 6 minutes at 350 degrees. Remove from oven. Spread with chocolate chips, then melted caramel and dot with remaining cake batter mixture. Pat down. Bake 15 to 20 minutes. Cool. Cut and enjoy!