1 box of chocolate cake mix
1/3 cup oil
2 eggs
1 cup each of white chips, semi-sweet chips, milk chocolate chips and dark chocolate chips or chunks
* Optional 1 cup chopped pecans or walnuts
1/2 cup butter
32 unwrapped caramels
1 (14oz.) can of sweetened condensed milk

Preheat oven to 350 degrees F.

Grease a 9 inch by 13 inch pan

Combine cake mix, oil and eggs. Blend well and stir in all of the chips and chopped nuts. This mixture will be very thick.

Pour half of the mixture into bottom of pan into a very thin layer. Bake for 10 minutes and then remove from oven.

While this is baking, in a medium saucepan, combine butter, caramels and condensed milk and stir constantly, while cooking over low to medium heat. Do this until it is all melted and smooth. Spread caramel over partially baked cake mixture.

Top with remaining cake and chip mixture . It will not completely cover, but you can press the mixture flat with your fingers and lay it in small sections over the caramel.

Bake an additional 25 to 30 minutes. Remove from oven and cool 20 minutes.

Run knife around edges. Cool completely before cutting.

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