Karen's Turtle Cake

Preheat oven to 350°F (175°C). Grease a 13 x 9 x 2-inch baking pan.

In a large bowl, cut 1/2 cup butter into cake mix until crumbly. Stir in water, oil, eggs and half of the condensed milk. Beat on low speed for 1 minute. Pour half the mixture into prepared pan and bake for 10 to 12 minutes, or until slightly puffed.

While layer bakes, combine caramels and remaining condensed milk in a small saucepan. Place over low heat and stir until melted. Fold in pecans. Spread mixture over still warm cake. Top with remaining cake batter and bake for 25 to 30 minutes, or until top layer is set. Cool on a wire rack.

Combine milk and remaining 1/2 cup butter in a medium saucepan. Heat gently until butter is melted. Whisk in powdered sugar and cocoa. Pour warm icing over cooled cake.