1 pkg. white cake mix
1 pkg. instant vanilla pudding mix
1/4 c. poppy seeds mix with 1 1/3 c. water (soak overnight)
4 egg whites, do not have to be beaten

Mix cake mix, pudding, egg whites and poppy seed mixture alternately. Mix well (2-3 minutes). Add 1/2 cup vegetable oil and beat well.

Bake in 13 x 9 inch greased, floured pan at 350 degrees for 35-40 minutes. Cool. Spread with 9 ounce Cool Whip. Then with caramel topping.

TOPPING:

1 c. brown sugar
1/4 c. butter
1/4 c. water
1/4 c. orange juice
1 heaping tsp. flour
1 beaten egg
1 tsp. vanilla

Boil until thick. Cool. Spread over Cool Whip. Delicious!