Instructions: Preheat oven to 350 degrees.

Prepare cake mix as package directs. Pour 2 cups of the batter into a greased 13x9-inch baking pan. Bake 15 minutes.

Meanwhile, in heavy saucepan over low heat, melt caramels and butter. Remove from heat, add condensed milk and mix well. Spread caramel mixture evenly over cake.

Spread remaining cake batter over caramel mixture. Top with nuts.

Return to oven and bake 30-35 minutes, or until tooth-pick comes out clean. Cool. Garnish as desired.

(Makes one 13x9-inch cake)

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