Turtle Cake With Caramels

1 German chocolate cake mix
4 ounces butter or margarine, softened
1 1/2 cups water
1/2 cup oil
1 can sweetened condensed milk
1 pound bag caramels, unwrapped
1/2 to 1 cup chopped pecans
..
Turtle Cake Frosting
4 ounces butter
3 tablespoons cocoa
6 tablespoons evaporated milk
1 box (1 pound) confectioners' sugar
1 teaspoon vanilla

Combine and mix well cake mix, butter, water, oil and 1/2 can sweetened
condensed milk. Pour half of the batter into a greased and floured 13 X 9
X 2-inch baking pan. Bake in a preheated 350 oven for 20 to 25 minutes. In
a saucepan over low heat, combine caramels and 1/2 can Eagle Brand Milk.
Stir mixture, heating until caramels are melted and mixture is smooth.
Spread over the baked cake layer. Sprinkle generously with chopped pecans.
Cover with remaining cake batter. Bake 25 to 30 minutes longer. Frost with
Turtle Cake Frosting.

Turtle Cake Frosting:
Combine butter, cocoa, and evaporated milk in a small saucepan. Heat,
stirring, until butter is melted and mixture is well blended. Remove from
heat and add confectioners' sugar and vanilla. Spread over cooled cake.


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