INGREDIENTS
3 1/2 cups all-purpose flour, sifted before measuring
2 teaspoons baking powder
1 cup (2 sticks) butter, softened
2 cups granulated sugar
6 eggs
1 cup milk
1 teaspoon vanilla extract

Caramel Frosting
3 cups firmly packed brown sugar
2 cups milk
4 tablespoons (1/2 stick) butter
2 teaspoons vanilla extract

INSTRUCTIONS
Butter 2 9-inch layer cake pans; line the bottoms waxed paper. Butter the paper.
Sift the sifted flour and baking powder into a bowl. In a large mixing bowl, cream the butter until light, then gradually add the sugar, beating until creamy. Add the eggs, one at a time, and beat well after each addition. Stir in the flour mixture, a little at a time, alternately with the milk, beginning and ending with flour mixture. Stir well after each addition, but do not beat. Stir in the vanilla extract. Turn the batter into prepared cake pans. Bake in a preheated 325° oven until the cakes spring back when lightly touched near the center with a finger, about 35 minutes. Cool layers 10 minutes in the pans, then turn out onto cake racks to cool completely.

Frosting
Combine the brown sugar and milk in a large saucepan. Bring to a boil and cook, stirring frequently, to a soft-ball stage (about 234° to 238° on a candy thermometer). Remove from the heat, add the butter and vanilla, and beat at high speed until thick enough to spread as frosting. If the frosting becomes too thick, beat in a few drops of very hot water. Spread the caramel frosting over one layer of the cake, top with the other layer and cover the top and sides of the layers with the remaining frosting.