1 lb. carrots, peeled, cut into 1/2 inch pieces
1 c. corn oil
1 (8 oz.) can crushed pineapple, drained
4 lg. eggs
1 tbsp. vanilla extract
3 c. flour
2 1/2 c. sugar
1 tbsp. cinnamon
1 tbsp. baking soda
1 tsp. salt
1 1/2 c. chopped walnuts (about 6 oz.)

Preheat oven to 350 degrees. Butter three 9 inch cake pans. Line bottoms with waxed paper, butter paper. Cook carrots in large pot of salted water until tender. About 10 to 15 minutes. Drain. Puree in processor, stopping occasionally to scrape sides of bowl. Transfer to large bowl and cool. Whisk oil, pineapple, eggs and vanilla into carrot puree. Mix flour, sugar, cinnamon, baking soda and salt in medium bowl. Stir into puree. Mix in walnuts. Divide batter among prepared pans. Bake about 35 minutes. Cool cakes in pans on racks.

LEMON FROSTING:

1 lb. cream cheese
1 1/4 c. (2 1/2) sticks, butter, room temperature
1 tbsp. fresh lemon juice
2 tsp. vanilla
5 2/3 c. powdered sugar, sifted

Using electric mixer, beat cream cheese, butter, lemon juice and vanilla until light and fluffy. Gradually beat in sugar. Chill until firm but spreadable, about 1 hour.

To assemble cake: Turn cakes out of pans; peel off waxed paper. Place 1 layer on platter. Spread 3/4 cup frosting over. Placed second layer on top and spread with 3/4 cup frosting. Place third layer on top. Spread remaining frosting on top and sides of cake. Let stand 3 hours at room temperature before serving.