2 c  Cake flour

      2 ts Baking soda

    1/2 ts Salt

    1/2 c  Butter or margerine

      2 c  Granulated sugar

      3 lg Eggs

  1 1/2 ts Vanilla

      3 oz Unsweetened chocolate,

           -melted and cooled
           -(see note)
      1 c  Dairy sour cream

      1 c  Boiling water

----------------------------------FILLING----------------------------------
    1/2 c  Butter or margerine

     12 oz Package caramels,

           -unwrapped
      1 cn Sweetened condensed milk

           -(not evaporated)
  Preheat oven to 350 degrees. Grease and flour a 9 by 13 cake pan. Set
  aside. Sift together the cake flour, baking soda and salt and set aside.
  Beat the butter and sugar together in a large mixing bowl. Blend in the
  eggs and beat until light and fluffy. Stir in the vanilla and melted
  chocolate. Alternately add the dry ingredients and the sour cream to the
  butter mixture. Beat well after each addition. Stir in boiling water.
  (Batter will be thin) Divide cake batter in half. Pour one half into the
  prepared cake pan. Bake 10 - 12 minutes, or until firm to the touch, and
  remove from the oven. Meanwhile, prepare the filling. Mix butter,
  caramels, and condensed milk in a sauace pan and melt over low heat,
  stirring often.  Remove from the stove and pour the mixture over the baked
  half of the cake. Pour the remaining cake batter over the caramel mixture
  and return to the oven. Bake for 15 - 20 minutes or until firm to the
  touch. When cool, serve with ice cream, whipped cream or frost with your
  favorite chocolate frosing.
  NOTE: melt chocolate in double boiler over simmer (not boiling water)