Best Caramel Spice Cake Recipes

PUMPKIN SPICE LAYER CAKE WITH CARAMEL AND CREAM CHEESE FROSTING

Steps:

• For cake:
• Preheat oven to 350°F. Butter and flour two 9-inch cake pans with 1 1/2-inch-high sides, tapping out any excess flour. Whisk first 9 ingredients in large bowl. Using electric mixer, beat pumpkin, sugar, and oil in another large bowl. Add eggs 1 at a time, beating to incorporate between additions. Mix in orange peel. Add flour mixture; beat on low speed just to blend. Divide batter between prepared pans.
• Bake cakes until tester inserted into center comes out clean, about 33 minutes. Cool in pans 10 minutes. Invert onto rack, then turn top side up and cool completely.
• For frosting:
• Sprinkle 1/2 cup powdered sugar over bottom of small nonstick skillet. Cook over medium heat until sugar melts (do not stir). Continue cooking until sugar turns deep amber, stirring occasionally, about 2 minutes. Carefully stir in 1/2 cup cream, vanilla, and salt (mixture will bubble vigorously). Stir until any caramel bits dissolve. Stir in remaining 1 tablespoon cream. Strain into small bowl. Cool caramel to room temperature.
• Sift remaining powdered sugar into medium bowl. Using electric mixer, beat cream cheese and butter in large bowl. Gradually beat in powdered sugar. Beat in cooled caramel. Cover and chill frosting until firm enough to spread, about 2 hours.
• Using long serrated knife, trim rounded tops from cakes. Place 1 cake layer on cake plate, cut side up. Spread 3/4 cup frosting over. Place second cake layer, cut side down, atop frosting. Cover top and sides of cake with remaining frosting, creating smooth surface. DO AHEAD: Can be made 2 days ahead. Cover with cake dome or large bowl and chill. Let stand at room temperature 2 hours before serving.
• Sprinkle candied orange peel over top of cake. Cut into wedges and serve.
• Available seasonally at most supermarkets and year-round at specialty foods stores and from chefshop.com.

CARAMEL SPICE CAKE

Steps:

• Preheat oven to 350 degrees F (175 degrees C). Grease and flour 2 (9 inch) pans. Sift together the flour, baking powder, baking soda, salt, cinnamon, 3/4 teaspoon nutmeg, cloves and allspice. Set aside.
• In a large bowl, cream together the shortening, brown sugar and 1 cup white sugar until light and fluffy. Beat in the eggs one at a time, then stir in 2 teaspoons vanilla. Beat in the flour mixture alternately with 1 1/2 buttermilk, mixing just until incorporated. Stir in pecans. Pour batter into prepared pans.
• Bake in the preheated oven for 35 to 40 minutes, or until a toothpick inserted into the center of the cake comes out clean. Let cool in pan for 10 minutes, then turn out onto a wire rack and cool completely.
• To make the frosting: In a large bowl, combine butter, 1/2 teaspoon salt, 1 teaspoon vanilla and about 1 cup of the confectioners' sugar. Beat well, then gradually beat in the remaining confectioners' sugar alternately with 1/4 cup buttermilk. Beat until smooth and creamy and spread on cake.

SPICE CAKE WITH CARAMEL FROSTING

Steps:

• Sift together dry ingredients.
• Cream together shortening and sugars until fluffy.
• Add vanilla and then eggs 1 at a time, beating well after each egg.
• Add dry ingredients alternately with buttermilk.
• Beat 2-3 minutes using high speed of mixer.
• Pour into 2 greased and floured 8-in. pans.
• Bake in 350 degree oven 25-30 minutes.
• Frost when cool.
• Caramel Frosting:.
• Melt butter in saucepan then add brown sugar and cook over low heat 2 minutes, stirring constantly.
• Add cream and continue stirring until mixture comes to a boil.
• Remove from heat.
• Gradually blend in powdered sugar and vanilla.
• (Add extra cream if needed.).

CINNAMON SPICE CAKE WITH FIG BUTTERCREAM, WHITE CHOCOLATE GANACHE AND BUTTERMILK CARAMEL

Steps:

• For the cinnamon spice cake: Preheat the oven to 350 degrees F. Line two 9-inch cake pans with parchment paper and lightly butter.
• In the bowl of a stand mixer, beat the butter, shortening, brown sugar and granulated sugar together until smooth. Beat in the eggs 1 at a time until smooth and light. Stir together the buttermilk and vanilla in a separate small bowl. Sift together the flour, cinnamon, baking powder, baking soda, nutmeg and allspice in a large bowl. Alternately add the flour mixture and buttermilk mixture in thirds to the mixer bowl, blending well after each addition.
• Pour the batter into the prepared pans and bake until a cake tester inserted in the center of the cakes comes out clean, about 35 minutes. Cool about 5 minutes, then turn out onto a cooling rack to cool completely, about 10 minutes.
• For the fig buttercream: In a clean bowl of a stand mixer, cream the butter until smooth. Add the confectioners' sugar and beat until incorporated. Mix in the fig butter. Add the buttermilk if needed to thin to a spreading consistency.
• For the buttermilk caramel: Combine the granulated sugar, buttermilk, butter, corn syrup and baking soda in a LARGE pot. Do not use a saucepan; it may boil over. Bring the ingredients to a boil and reduce the heat to low but still bubbling. Cook, stirring very frequently, until golden brown, 8 to 9 minutes. Remove from the heat and add the vanilla. Let cool.
• For the white chocolate ganache: Put the white chocolate in a heatproof bowl. Heat the cream in a saucepan until just simmering. Pour the cream over the chocolate and let stand for 5 minutes. Stir until smooth and melted. Refrigerate until cooled completely, about 20 minutes. Transfer the ganache to a clean bowl of a stand mixer fitted with the whisk attachment and whip until smooth.
• To assemble the cake: Slice each cake layer in half horizontally. Place a layer on a plate or cake stand and cover with fig buttercream. Repeat with 2 more layers and the buttercream. Put the final cake layer on top, then frost the top and sides with the white chocolate ganache. Pour the buttermilk caramel over the top of the cake to drizzle down. Serve with more caramel sauce if desired.

APPLE-SPICE LAYER CAKE WITH CARAMEL SWIRL ICING

Steps:

• Place one oven rack in the bottom third of the oven and a second rack in the top third of the oven. Preheat the oven to 350°F. Grease three 9-inch cake pans with butter or cooking spray, then line each with a parchment paper round and grease the rounds. Using an electric mixer fitted with the paddle attachment, cream the butter and sugar on medium-high speed until light and fluffy, about 3 minutes. Scrape down the sides of the bowl with a rubber spatula. Beat in the molasses. Add the eggs, one at a time, beating between each addition. In a medium bowl, stir together the flour, baking soda, salt, and ground spices to blend. Add the flour mixture and sour cream alternately to the batter. (Start and end with the flour mixture, adding the flour mixture in 3 increments and the sour cream in 2 increments.) After each addition, mix on low speed just to combine the ingredients. Stir in the shredded apples, vanilla, and ginger.
• Spoon the batter (it will be thick) evenly into the prepared pans. Place two cake pans side by side on one rack and the third on the other. Stagger the cake layers on the oven racks so that no layer is directly over another. Bake for 35 to 40 minutes, until firm to the touch. Monitor the layers carefully for doneness; each one may be done at a different time. Remove from the oven and let cool in the pans for 10 minutes. Run a knife around the edges of the pans and unmold the cakes onto wire racks to cool completely, 15 to 30 minutes, before frosting. The cakes can be kept frozen, tightly wrapped in plastic wrap, for up to 3 weeks. Defrost them at room temperature before unwrapping. Frost immediately.
• To make the icing: In a medium stainless-steel bowl, combine the unwrapped caramels, 2 tablespoons of the cream, and the 2 tablespoons butter. Place over a saucepan filled with 2 inches of simmering water. Stir the caramel mixture until smooth. Remove the bowl from the heat. Let cool, stirring the mixture every few minutes until cool to the touch, about 20 minutes. (If the mixture is too warm, it will melt the buttercream frosting when it is stirred in later.)
• While the caramel is cooling, make the butter cream: Using an electric mixer fitted with the paddle attachment, beat the 1 1/2 cups butter on medium-high speed for about 1 minute, until pale in color. Add the remaining 2 tablespoons cream and the vanilla and powdered sugar, and beat for 3 minutes, until light and fluffy. Add the mascarpone and beat on medium-low speed until incorporated. Do not overbeat the mascarpone, or it may separate. Reserve 1/4 cup of the cooled caramel mixture to drizzle over the cake once it is frosted. Stir the remainder of the caramel into the frosting, using large strokes to create caramel swirls throughout. Don't stir it too much or the ribbons of caramel will disappear.
• Place one cake layer on a serving plate and spread a thick blanket of frosting on top. Add the second layer and spread thickly with frosting. Add the third layer and cover the top and sides of the cake with an even layer of frosting. Use a small spoon to drizzle the reserved 1/4 cup of caramel over the top of the cake. Pat on the toasted pecan pieces to cover the sides of the cake. Tip: Using the proper tools for cutting frosted layer cakes ensures that individual servings look as good as they taste. I use a large serrated knife dipped in hot water for cutting. I wipe the knife off with a clean dishcloth after each piece, which ensures that every cut is as clean as the first.

PUMPKIN SPICE-CARAMEL POKE CAKE

Steps:

• Prepare cake batter and bake as directed on package for 13x9-inch pan. Immediately poke deep holes in cake at 1-inch intervals, using handle of wooden spoon or chopstick.
• Beat one pudding mix and 2 cups milk in large bowl with whisk 2 min. Immediately pour 1/2 of pudding pour half into the holes in warm cake Pour remaining pudding over top of cake; spread to form even layer. Let cake cool 15 minutes.
• Beat remaining pudding mix and milk in large bowl with whisk 2 min.; stir in 2 cups COOL WHIP. Spread COOL WHIP mixture over top of cake. Refrigerate 1 hr.
• Before serving: microwave caramels and remaining COOL WHIP in microwaveable bowl on HIGH 1 min.; stir until caramels are completely melted and sauce is well blended. Drizzle caramel sauce over cake.

CARAMEL-GLAZED SPICE CAKE

Steps:

• Heat oven to 350°F. Spray bottom only of 9-inch round cake pan with baking spray with flour.
• In large bowl, beat 1/3 cup butter, the granulated sugar and eggs with electric mixer on low speed until blended; beat on medium speed until creamy. On low speed, beat in flour, ginger, cinnamon, baking soda, baking powder, salt and cloves until mixed; beat on medium speed 1 minute. Stir in sour cream and walnuts just until blended. Pour into pan.
• Bake 30 to 35 minutes or until toothpick inserted in center comes out clean. Cool 10 minutes. Run table knife around edge of pan to loosen cake. Place heatproof serving plate upside down over pan; carefully turn plate and pan over and remove pan. Cool at room temperature 30 minutes.
• In 2-quart saucepan, melt 1/4 cup butter over medium heat. Stir in brown sugar and corn syrup. Heat to boiling over medium-high heat, stirring constantly. Stir in whipping cream; boil and stir 3 minutes. Remove from heat; stir in vanilla. Cool about 25 minutes at room temperature, stirring occasionally.
• Spread caramel topping over top of cake, allowing some to run down side of cake.

CHOCOLATE SPICE CAKE WITH CARAMEL FROSTING

Steps:

• 1. Line the bottoms of two well-greased 9-in. round baking pans with parchment paper; grease paper. In a microwave, melt chocolate; stir until smooth. Cool slightly.
• 2. In a large bowl, cream butter and sugars until light and fluffy. Add eggs, one at a time, beating well after each addition. Beat in chocolate. In another bowl, whisk flour, baking powder, cinnamon, salt, allspice and cloves; add to creamed mixture alternately with milk, beating well after each addition.
• 3. Transfer batter to prepared pans. Bake in a preheated 350-degree oven for 30-35 minutes or until a toothpick inserted in center comes out clean. Cool in pans 10 minutes before removing to wire racks; remove paper. Cool completely.
• 4. In a small saucepan, combine brown sugar, cream and butter. Bring to a boil over medium heat, stirring occasionally. Cook and stir 3 minutes. Remove from heat; gradually beat in confectioners' sugar and vanilla.
• 5. Place one cake layer on a serving plate; immediately pour half of the hot frosting over the cake. Top with remaining cake layer. Pour remaining frosting over top of cake. If desired, top with caramel popcorn.

PUMPKIN SPICE CAKE WITH CARAMEL SAUCE

Steps:

• To make the cake, preheat the oven to 350 degrees. Butter and flour a 10-inch cake pan that is 2 inches deep. Beat the eggs in a bowl until smooth, then beat in the vegetable oil and pumpkin puree. Sift remaining ingredients into a large bowl. Add the mixture and stir until combined.
• Scrape the batter into the prepared pan. Tap the pan against a hard surface a couple of times to settle any air bubbles. Bake until a skewer inserted in the center of the cake comes out clean, about 45 minutes. Place on a rack to cool. Turn the cake out of the pan.
• To make the caramel sauce, combine the sugar, water and lemon juice in a saucepan. (It's easier to see the caramel color in a light-colored, enamel pan.) Place over medium heat to dissolve the sugar. Increase heat and bring to a boil. Wet a pastry brush and wash down the sides of the pan to keep them clean of sugar. Cook until the sugar turns a deep golden color. Swirl the pan gently to insure even cooking and coloration. Remove from the heat. Carefully stir in cream. Return pan to the heat and cook, stirring constantly, until the caramel is completely dissolved and the sauce is smooth. Chill.
• To serve, slice the cake and place 1 piece on each plate. Sprinkle with powdered sugar and spoon sauce around the cake. Serve immediately

APPLE SPICE CAKE WITH BROWN SUGAR CARAMEL GLAZE

Steps:

• 1. Place rack in middle of oven and preheat to 350.Lightly mist a 12 cup Bundt Pan with vegetable oil spray and dust with flour. Shake out the excess flour.Set pan aside
• 2. Put 1st 6 ingredients in a mixing bowl. Blend until mixed,scrape down sides. Increase mixer speed to medium and beat for 1-1/2 minutes.....The batter should look thick and well combined. pour 1/2 the batter into prepared pan,smooth out with a rubber spatula and set pan aside.
• 3. PREPARE FILLING: Place all ingredients in a bowl and combine.Spoon over batter in pan.Pour remaining batter over filling.
• 4. Bake the cake until it springs back when lightly pressed with your finger and starts to pull from the sides of the pan. 43-47 minutes....Remove pan from oven to a wire rack to cool for 20 minutes.(as the cake cools in the pan it will fall 1")...Run a long sharp knife around the edge of the cake and invert onto a platter.Drizzle with the glaze.
• 5. GLAZE: Place all ingredients in a saucepan over medium heat. Bring the mixture to a boil,stirring. Let boil 1 minute,stirring often. Remove the pan from the heat and spoon or spread the warm glaze onto the cake...Slice and serve while still warm,if desired.

CARAMEL SPICE CAKE

Steps:

• Set oven to 350 degrees.
• Grease a 13x9-inch baking pan.
• In a large bowl, sift together flour, sugar, baking powder, salt, and all three spices.
• Mix well; set aside.
• In another bowl, beat egg yolks, oil and water together.
• Stir in lemon juice, beat for 2 minutes.
• Gradually beat into dry ingredients, until smooth.
• In another small bowl, beat egg whites and cream of tartar until stiff, but not dry; Fold into batter, mix well (do not beat).
• Pour batter into buttered prepared baking pan.
• Bake 50-55 minutes, or until cake test done.
• TO MAKE ICING: In a saucepan, melt butter over medium heat and stir in flour and salt.
• Cook for 1 minute while stirring (do not brown butter).
• Stir in cream; cook until mixture thickens.
• Remove from heat and add in brown sugar, mix well.
• Let cool for 5 minutes.
• Add icing sugar and vanilla; mix well.
• Spread cake with caramel icing; serve immediately.

APPLE SPICE CAKE WITH SEA SALT CARAMEL GLAZE

Steps:

• 1. Preheat the oven to 350 degrees F (175 degrees C). Grease a 9-inch bundt pan.
• 2. In a large bowl, beat the sugar, oil, vanilla, and eggs with an electric mixer until light and fluffy.
• 3. Combine the flour, baking soda, cinnamon, and salt.
• 4. Add dry ingredients into wet ingredients. Stir the batter just until blended.
• 5. Fold in the peeled, cored and chopped apples (and 1 cup walnuts if desired) using a spoon.
• 6. Pour into the prepared pan.
• 7. Bake for 1 hour and 20 minutes in the preheated oven, until a toothpick inserted into the crown of the cake comes out clean.
• 8. Allow to cool for about 20 minutes.
• 9. Then invert onto a wire rack or large plate.
• 10. Make the glaze by heating the butter, half and half, sea salt, 1/2 tsp vanilla extract and brown sugar in a small saucepan over medium heat.
• 11. Bring to a boil, stirring to dissolve the sugar, then remove from the heat.
• 12. Drizzle over the warm cake. The key to this is making sure that the cake has cooled to warm and the caramel glaze is cooled to desired consistency. If you put this glaze on while the cake and glaze are too hot, the glaze will absorb and disappear into the cake. It will still be good but not as pretty. Enjoy!

CZECH RAISIN SPICE CAKE WITH CARAMEL FROSTING

Steps:

• Boil raisins in water for10 minutes.
• Remove from heat; add shortening and lemon juice.
• Cool.
• Sift salt, cloves, cinnamon, nutmeg, allspice, flour, and baking soda.
• Add to raisin mixture; beat well.
• Add egg; beat again; add walnuts.
• Pour into a greased cake pan.
• Bake at 375 degrees Fahrenheit for 35 minutes until done.
• FROSTING:.
• For frosting, melt butter and brown sugar.
• Cook over low heat for 2 minutes, stirring constantly.
• Add milk and continue stirring until mixture mixture comes to a boil.
• Remove from heat and cool.
• Add powdered sugar until right spreading consistancy.

MASHED POTATO SPICE CAKE WITH CARAMEL FROSTING

Steps:

• Preheat oven to 350°F.
• Grease and flour two 9-inch layer pans.
• Sift flour with cocoa, baking powder, cinnamon, salt and cloves.
• In large bowl, with mixer at medium speed, beat butter with sugar, potato, and egg yolks until light and fluffy.
• At low speed, gradually beat in flour mixture.
• At hight speed, beat egg whites until stiff peaks form.
• With whisk or rubber scraper, fold egg whites into flour mixture.
• Stir in nuts, raisins and cherries.
• Turn into pans.
• Bake 40 minutes.
• Let stand 1 minute before turning out to cool.
• For Caramel Frosting:.
• Melt butter in medium saucepan.
• Remove from heat.
• Add brown sugar, stirring until smooth.
• Over low heat, bring to boiling, stirring.
• Boil, stirring one minute.
• Remove from heat.
• Add milk.
• Over low heat, return just to boiling.
• Remove from heat and cool to 100°F on candy thermometer.
• (Bottom of pan will feel lukewarm.).
• To cool quickly, set pan in ice cubes.
• Gradually add confectioners sugar.
• Beat at low speed until blended inches.
• Beat at high speed until frosting holds its shape - about 30 to 60 seconds.
• Add vanilla.
• Spread half on bottom layer of cake, letting it drip down sides.
• Place second layer on cake.
• Spread remaining frosting, allowing it to drip down sides.
• Swirl top of cake with back of spoon.
• Arrange pecans on top of cake.

CARAMEL APPLE SPICE CAKE

Steps:

• Mix dry cake, pie filling, and eggs together.
• Pour into greased bundt pan.
• Bake at 350 for 40-50 minutes.
• Cool and invert onto serving plate.
• Warm caramel topping on stove or microwave and pour over cake.

CARROT-SPICE CAKE WITH CARAMEL FROSTING

Steps:

• In a large bowl, combine the cake mix, pudding mix, eggs, water, sour cream and oil; beat on low speed for 30 seconds. Beat on medium for 2 minutes. Fold in the carrots, pineapple, coconut, pecans and raisins just until blended. Pour into two greased and floured 9-in. round baking pans., Bake at 350° for 25-30 minutes or until a toothpick inserted in the center comes out clean. Cool for 10 minutes before removing from pans to wire racks to cool completely., For frosting, in a large bowl, beat butter and cream cheese until fluffy. Add the confectioners' sugar, ice cream topping and enough milk to achieve desired consistency. Spread frosting between layers and over the top and sides of cake. Store in the refrigerator.

APPLE SPICE CAKE WITH CARAMEL SAUCE

Steps:

• In mixer, put in oil, sugar, eggs; mix.
• Sift together the flour, cinnamon, baking soda and salt. Add to the oil mixture and mix well.
• Chop the apples and walnuts.
• Stir in the apples and walnuts.
• Bake at 350° about 80 minutes.
• Sauce: Cook the brown sugar, butter and pinch of salt on top of stove until thick. Pour over cooled cake.

HOLIDAY CARAMEL PUDDING SPICE CAKE

Steps:

• Preheat oven to 350 degrees.
• Combine wet ingredients in a large bowl. Combine dry ingredients in a separate bowl.
• Gradually stir dry ingredients into wet ingredients until batter is smooth (Or use a hand-held mixer at a low speed as I do).
• Bake in a large greased & lined w/parchment paper deep spring-form baking pan for 50-55-60 min or until tests done w/toothpick or wooden skewer & sides of the cake have separated from the side of the baking pan (My large spring-form baking pan measures 11 in wide & 2.5 in deep).
• Allow to cool completely. Run a knife along the edges of the pan. Loosen & remove the outer part of the spring-form pan. Cover w/a large rd serving platter & invert the cake. The cake will settle easily onto the platter. Cover cake w/plastic wrap & store in your fridge until 3-4 hours B4 intent to serve (To save space in my fridge, I store the cake on our balcony & put it on 1 of the chair seats to shield it from the warmth of the sun).
• Dusting w/powd sugar should be left until just B4 dessert is served & will still be fresh that way. If you plan to glaze the cake, that should be done when it is removed from the fridge. This will allow the cake to absorb the glaze & be dry enough to cut & eat easily. I use a basting or pastry brush to generously & uniformly glaze the top & side surfaces of the cake.
• To serve, gently cut the cake in quarters. From these cuts, you can either cut the remainder of the cake in 12 generous portions or 16 smaller portions. For our grp of 9-10, I have found it more realistic to cut in 16 pieces since this dessert follows a large meal. Our guests can always indulge their appetites w/a 2nd helping & I do not want to waste any part of this cake because the portion size was larger than desired.
• Note #1 - Oven times can vary, so I suggest ck'ing for doneness at 50 min & reck at 5 min intervals until done to your satisfaction. Cake should still be moist & cooking time should probably not exceed 60 minutes.
• Note #2 - Altho I posted a pic of the cake having been baked in a bundt baking form, this was my 1st effort & I do not recommend a bundt pan be used. The cake actually overflowed the bundt form & had to be "trimmed" to serve. The spring-form pan works best & I have now posted those pics as well.

PUMPKIN SPICE CARAMEL TOFFEE CAKE

Steps:

• Mix together in a bowl all the dry ingredients and set aside.
• Cream together the butter and sugar for at least 5 minutes.
• Add in eggs, pumpkin, extracts.
• Add the dry ingredients mixed in the bowl you set aside to the wet ingredients alternately with the milk. There should be three additions of dry and two of milk. Flour, milk, flour, milk, flour. Mix just until combined after each addition. Do not overmix.
• Spray three 8 inch baking pans with baking spray.
• Divide batter among the three 8 inch baking pans.
• Bake in a 350 degree oven for 28 minutes.
• Cool on rack for 10 minutes then take out of the pans and let cool completely.
• Warm apricot preserves in microwave for 30 seconds and spread 1/3 cup on each layer.
• Warm caramel(dulce de leche) in microwave 30 seconds and spread 1/3 cup on each layer over the apricot then sprinkle with toffee bits.
• Spread 1 cup of cream cheese frosting on top of the caramel then sprinkle with toffee bits.
• Repeat for each layer and then add frosting to top and sides then decorate with toffee bits on sides and top however you want.
• You will need to crumb coat this and put it in the freeze after each layer is added. This just makes it easier so the layers do not slide around when frosting and your cake stays straight and doesn't become a leaning tower.
• This cake must be kept refrigerated because of the cream cheese frosting. It is best served room temperature. You can take it out of the refrigerator 1 hour before serving or cut a slice and warm it in the microwave for 30 minutes before eating.

CHOCOLATE SPICE CAKE WITH CARAMEL ICING

Steps:

• Preheat oven to 350°. Line bottoms of 2 well-greased 9-in. round baking pans with parchment; grease paper. In a microwave, melt chocolate; stir until smooth. Cool slightly., In a large bowl, cream butter and sugars until light and fluffy. Add eggs, one at a time, beating well after each addition. Beat in chocolate. In another bowl, whisk flour, baking powder, cinnamon, salt, allspice and cloves; add to creamed mixture alternately with milk, beating well after each addition., Transfer batter to prepared pans. Bake 30-35 minutes or until a toothpick inserted in center comes out clean. Cool in pans 10 minutes before removing to wire racks; remove paper. Cool completely., In a small saucepan, combine brown sugar, cream and butter. Bring to a boil over medium heat, stirring occasionally. Cook and stir 3 minutes. Remove from heat; gradually beat in confectioners' sugar and vanilla., Place one cake layer on a serving plate; pour half of the warm icing over the cake. Top with remaining cake layer. Pour remaining icing over top of cake. If desired, top with caramel popcorn.