1 c. graham cracker crumbs
1/2 c. firmly packed brown sugar
1/2 c. chopped walnuts
1/2 c. butter, melted

Heat oven to 350 degrees. Grease and flour 2 (8 or 9 inch) round cake pans. In small bowl combine crunch layer ingredients until crumbly. Press half of mixture into each pan.

CAKE INGREDIENTS:

1 pkg. Pillsbury Plus yellow cake mix
1/2 c. water
1/3 c. oil
2 tbsp. grated orange peel
1/2 c. orange juice
3 eggs

In large bowl, blend cake ingredients at low speed until moistened; beat 2 minutes at highest speed. Pour batter evenly over crunch layer. Bake at 350 degrees for 30 to 35 minutes until toothpick inserted in center comes out clean. Cool 10 minutes. Remove from pans. Cool completely.

FROSTING:

1 can Pillsbury Ready to Spread Vanilla Frosting Supreme
1 c. frozen whipped topping, thawed
3 tbsp. grated orange peel
1 tsp. grated lemon peel
11 oz. can Mandarin oranges, drained; or 1 orange, sectioned & drained

In small bowl, beat frosting until fluffy. Add whipped topping and continue beating until light and fluffy. Fold in grated orange and lemon peels.

Place one layer of cake (crunch side up) on plate. Spread with 1/4 of frosting. Top with remaining layer of cake (crunch side up). Spread top and sides with remaining frosting. Store in refrigerator.