Cream Cheese Frosting:

3/4 c. butter
1 (8 oz.) cream cheese, softened
1 (3 oz.) cream cheese, softened
3 c. sifted powdered sugar
1 1/2 tsp. vanilla

Beat first 3 ingredients at medium speed until creamy. Add powdered sugar and vanilla; beat until smooth.

Yields 4 cups frosting.

Buttermilk Glaze:

1 1/2 tsp. baking powder
1/2 c. butter
1 tsp. vanilla

Bring first 5 ingredients to a boil in a large Dutch oven over medium heat. Boil, stirring often, 4 minutes. Remove from heat; add vanilla.

Line 3 (9-inch) round cake pans with wax paper; lightly grease and flour wax paper. Stir together first 4 ingredients. Beat eggs and next 4 ingredients at medium speed. Add flour mixture, beating at low speed until blended. Fold in carrots and next 3 ingredients. Pour into prepared cake pans.

Bake at 350°F for 25 to 30 minutes or until toothpick inserted comes out clean. Drizzle Buttermilk Glaze evenly over layers.