Instructions: For Cake: Preheat oven to 350 degrees. Butter and flour 13- by 9- by 2-inch metal cake pan. Sprinkle 1/2 cup almonds and 1/2 cup pecans over bottom of pan.

Combine cake mix, 1 1/4 cups water, oil, and eggs in large bowl. Using electric mixer, beat at low speed until mixture is moistened, about 30 seconds. Beat at medium speed 2 minutes. Pour batter into pan.

Melt butter in medium saucepan over medium-low heat. Gradually stir in powdered sugar (mixture will form clumps); stir in cream cheese. Whisk until smooth, about 1 minute. Pour cream cheese mixture in large ribbons atop cake batter in pan. Using knife, swirl mixture into batter (do not overmix).

Bake cake until tester inserted into center (in cake part only) comes out clean, about 50 minutes (bottom of cake will be very moist). Cool cake in pan on rack. Sprinkle remaining 1/2 cup almonds and 1/2 cup pecans over cake.

For Icing: Mix sugar and cocoa in medium bowl. Bring milk and butter to simmer in heavy medium saucepan. Reduce heat to medium-low; add powdered sugar mixture and whisk until melted. Add chocolate chips and whisk until smooth. Mix in vanilla.

Drizzle warm icing over cake. Let stand until set, about 2 hours. Drizzle caramel topping over. (Can be made 1 day ahead. Cover; store at room temperature.)

This recipe yields 12 to 16 servings.

If you would like to email yourself the recipe for later use, or share the recipe with your friends or family, enter the email addresses below and this recipe will be emailed to you and others as well.