Ingredients:

  Amount  Measure       Ingredient -- Preparation Method
--------  ------------  --------------------------------
  2 1/2           Cups  all purpose flour
     3/4      Teaspoon  baking soda
     3/4      Teaspoon  salt
  1                Cup  butter -- softened
  2               Cups  sugar
  1           Teaspoon  vanilla extract
  3                     eggs
  1                Cup  buttermilk
                        Caramel Frosting:
     1/2           Cup  margarine
  1                Cup  firmly packed dark brown sugar
     1/2           Cup  milk
  1           Teaspoon  vanilla extract
                        about 4 cups powdered sugar

Preparation:

Preheat oven to 350~F. Generously grease and flour 2 9 inch round cake pans. In a medium size bowl, mix flour, baking soda and salt. In a large bowl, cream butter. Gradually add sugar and vanilla, beating until mixture is fluffy. Add eggs, one at a time, beating well after each addition. Add flour mixture alternately with buttermilk. Divide batter evenly between prepared pans. Bake in preheated oven about 30 to 35 minutes or until a wooden pick inserted into center comes out clean. Cool in pans on a wire rack 10 minutes. remove form pans; cool completely. Prepare caramel frosting. Spread about 1/3 of frosting between layers. frost sides and top of cake with remaining frosting. CARAMEL FROSTING: In a medium sized saucepan, melt margarine. Stir in brown sugar and milk. Bring to a boil and simmer 5 minutes, stirring constantly. Remove from heat. add vanilla. Gradually beat in powdered sugar until frosting reaches spreading consistency. Use while still warm.

Nutritional Information:

4382 Calories (kcal); 294g Total Fat; (59% calories from fat); 32g Protein; 422g Carbohydrate; 1083mg Cholesterol; 5969mg Sodium