Bake cake according to Box directions in 9x13 inch pan.

Cool for 5 minutes.

Poke holes into cake using the handle of a wooden spoon.

Let cool about 1/2 hour til warm.

Slowly pour sweetened condensed milk over cake, letting it soak info holes.

Drizzle caramel over cake.

let cake cool completely.

Top cake with cool whip.

Decorate with candy and drizzle more caramel on top.