Chocolate Turtle Cake

1 pk Devils` food cake mix

1/2 c Cooking oil

1/2 c Butter; melted

1 1/2 c Water

1 lb Caramels

14 oz Condensed milk (divided)

1 c Pecans; chopped

Frosting: 1/2 c Butter

1/2 c Evaporated milk

1/3 c Cocoa

16 oz Confectioners` sugar

1 ts Vanilla

Combine cake mix, oil, melted butter, water and half of the condensed milk until well blended. Pour half of the mixture into a greased 9 x 13 pan. Bake at 350F for 30 minutes. In double boiler, melt caramels with remaining half of condensed milk. (takes about 15-20 minutes). Pour over warm cake layer. Sprinkle with chopped pecans. Pour remaining batter on top. Bake 30 minutes or until top springs back. FROSTING: Bring butter, evaporated milk and cocoa to a boil. Add confectioners` sugar and vanilla. Beat until smooth. Spread on cake. OPTIONAL: Decorate cake with whole pecans. -----