Caramel Frosting

3/4 C butter

1 C plus 2 Tbsp heavy whipping cream

3 C packed brown sugar

6 C confectioners sugar, sifted

1 Tbsp vanilla

Melt butter in saucepan over medium heat.  Stir in whipping cream and brown sugar.  Bring to boil and boil vigorously for 1 minute.

Remove from heat and beat in 3 C confectioners sugar.  Cool slightly and beat in remaining 3 C confectioners sugar and vanilla.  Add more whipping cream or some milk if mixture becomes too thick.

Spread immediately over cake (frosting will still be warm).  Work fast, as caramel frosting sets quickly and will be impossible to reshape once set.