Cream Cheese Turtle Cake

For Cake: Preheat oven to 350 degrees. Butter and flour 13 x 9 x 2 inch metal

cake pan. Sprinkle 1/2 cup almonds and 1/2 cup pecans over bottom of pan.

Combine cake mix, 1 1/4 cups water, oil and eggs in large bowl. Using electric

mixer, beat at medium speed until mixture is moistened, about 30 seconds. Beat

at medium speed 2 minutes. Pour batter into pan. Melt butter in medium

saucepan over medium-low heat. Gradually stir in powdered sugar (mixture will

form clumps, stir in cream cheese. Whisk until smooth about 1 minute. Pour

cream cheese mixture in large ribbons atop cake batter in pan. Using knife, swirl

mixture into batter (do not over mix). Bake cake until tester inserted into center

(in cake part only) comes out clean, about 50 minutes. Bottom of cake will be very

moist. Cool cake in pan on rack. Sprinkle remaining 1/2 cup almonds and 1/2 cup

pecans over cake.

For Icing: Mix sugar and cocoa in medium bowl. Bring milk and butter to simmer

in heavy medium saucepan. Reduce heat to medium low; add powdered sugar

mixture and whisk until melted. Add chocolate chips and whisk until smooth. Mix

in vanilla. Drizzle warm icing over cake. Let stand until set, about 2 hours.

Drizzle caramel topping over. (Can be made 1 day ahead. Cover; store at room

temperature.)