1/2 c. butter
1/4 c. whipping cream
1 c. brown sugar
3/4 c. coarsely chopped pecans
1 pkg. Devil's Food cake mix
1 1/4 c. water
1/3 c. oil
3 eggs

FROSTING:

1 1/3 c. whipping cream
1/4 c. powdered sugar
1/4 tsp. vanilla

Melt first 3 items in small saucepan and then divide into 2 (9 inch) round unprepared layer cake tins. Sprinkle nuts over butter mixture in both pans. Set aside.

Mix cake mix, water, oil and eggs in large bowl on low speed; then beat 2 minutes on high speed. Pour over top of butter-nut mixtures in 2 pans. Bake 35 to 45 minutes at 325 degrees. Cool 5 minutes. Remove from pans. (Some sugar-nuts might stick to pans, but it will be covered by whipped cream.) COOL COMPLETELY!

Beat cream, powdered sugar and vanilla to desired frosting consistency. Use as filling and for frosting top layer. (The butter- nut mixture will be "up" as each cake is removed from pans.)