Turtle Cake

Directions

1. 1
   Melt caramels with milk in top of double boiler.
2. 2
   (Do this before mixing cake as it will take a while to unwrap and melt caramels).
3. 3
   Combine cake mix with water, butter and eggs in large mixer bowl and blend on low speed 30 seconds, then beat at medium speed 2 minutes.
4. 4
   Pour half the batter in greased 13 x 9-inch pan and bake at 350° for 10 minutes or until cake puffs up and is gooey.
5. 5
   Pour caramel-milk mixture over partially baked layer to within 1/2-inch of edge.
6. 6
   Sprinkle nuts and chocolate chips evenly over caramel.
7. 7
   Pour remaining batter over all and bake at 350° for 25 to 30 minutes, until top springs back when touched lightly. Cool in pan and cut into squares.
8. 8
   Top with ice cream or whipped topping.