1 (18 1/2 ounce) box chocolate pudding recipe cake mix
28 light caramels
1 can sweetened condensed milk
1 tablespoon butter or margarine

Preheat oven to 350 degrees F. Grease and flour a 13 x 9-inch pan.

Prepare cake according to directions. Combine caramels, milk and butter in top of double boiler. Stir constantly until caramels are melted and let cool slightly. Spread 1/2 cake mix in pan. Bake for 10 minutes.

Pour caramel mixture in thin stream over batter. Cover with remaining cake mix batter. Bake at 350 degrees F for 20 to 30 minutes. Cool. Prepare frosting.

Frosting
1/2 cup butter or margarine
2 (1 ounce) squares unsweetened chocolate, melted
3 tablespoons cream or milk
1 teaspoon vanilla extract
2 cups sifted confectioners sugar

Beat first 4 ingredients until creamy, gradually adding confectioners' sugar. Frost cake.