Turtle Cake-Turtle Cake Frosting

1 German chocolate cake mix
4 ounces butter or margarine, softened
1 1/2 cups water
1/2 cup oil
1/2 can sweetened condensed milk

Turtle Filling :
1 pound bag caramels, unwrapped
1/2 to 1 cup chopped pecans
1/2 can sweetened condensed milk
.
Turtle Cake Frosting
4 ounces butter
3 tablespoons cocoa
6 tablespoons evaporated milk
1 box (1 pound) confectioners' sugar
1-2*to taste) 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 13X9X2-inch baking pan.
Bake in a preheated 350° oven for 20 to 25 minutes.

In a saucepan over low heat, combine caramels(hopefully you have unwrapped them for this step) 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.