Total Time
Prep 10 mins
Cook 45 mins

A friend gave me this recipe 25+ years ago and I've made since.

Ingredients Nutrition

  • 1 (18 ounce) box cake mix (butter recipe)
  • 3 eggs (or as called for by your cake mix)
  • 13 cup butter (or as called for by your cake mix)
  • 1 13 cups water (or as called for by your cake mix)
  • 1 (15 ounce) can sweetened condensed milk
  • 12 cup butter
  • 14 ounces caramel candies
  • 6 ounces peanut butter chips
  • 1 cup pecans (optional)


  1. Mix cake as directed on package.
  2. Add in 1/2 cup eagle brand milk.
  3. Pour 1/2 of batter in a 13X9 pan and bake 10 minutes at 350*.
  4. Let cool 5 minutes.
  5. While cake is baking, melt caramels, butter and remainder of milk in double boiler.
  6. Pour over cool cake and sprinkle with chips and nuts.
  7. Pour remainder of batter over caramel, bake 25-30 minutes 350F degrees.


Most Helpful

This makes a great cake. It's easier than making the cake miz from scratch, but it's still more special than just using a mix.

Elizabeth Fullerton November 08, 2001

This was my first ever baking disaster- of course it had to be when I was baking for others. First of all, it took an hour longer than started to bake through, and then when it was done, it broke in half when I turned it out. It still tasted good though- I just can't serve it to anyone!

KJ July 07, 2002

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