CREAM CHEESE TURTLE CAKE

l cup sliced almonds lightly toasted
l cup chopped pecans lightly toasted
l box german chocolate cake mix
l-l/4 cups water
l/3 cup veggie oil
3 large eggs
l/2 cup butter room temp
3-l/2 cups powdered sugar
l 8 oz. pkg cream cheese cut into pieces room temp
Icing:
l-3/4 cups powdered sugar
2 tbsps. unsweetened cocoa powder
5 tbsps. whole milk
l/2 stick butter
3/4 cup semisweet choc. chips
l tsp. vanilla
l/2 cup purchased caramel flavored topping
for cake: heat oven 350. butter and flour l3x9 metal cake pan. Sprinkle l/2 cup almonds and l/2 cup pecans over bottom of pan. Combine cake mix, l-l/4 cups water, oil, and eggs in large bowl. Using elecgric mixer beat at low speed until mixture is moistened about 30 seconds. Beat at med speed 2 mins. Pour batter into pan. Melt butter in med saucepan over medlow heat. gradually stir in powdered sugar (mixture will form clumps); stir in cream cheese. Whisk until smooth, about l min. Pour cream cheese mixture in large ribbons atop cake batter in pan. Using kn9ife swirl mixture into batter (do not overmix). Bake cak until tester comes out clean (9n cake part only) about 50 mins (bottom of cake will be very moist). Cool cake in pan on rack. Sprinkle remaining l/2 cup almonds and l/2 cup pecans over cake.
for icing: mix sugar and cocoa in med bowl. Bring milk and butter to simmer in heavy med saucepan. Reduce heat to med low; add powdered sugar mixture and whisk until melted. Add chocolate chips and whisk until smooth. Mix in vanilla. Drizle warm icing over cake. Let stand until set, about 2 hrs. Drizzzle caramel topping over. (Can be made l day ahead. Cover; store at room temp).
l2 to 6l6 servings. Cut into squares. Bon Appetit Sept. 2002