2 1/2 c. flour
2 tsp. baking powder
1/2 tsp. salt
1/2 c. brown sugar
1 1/4 c.hot water
1/4 c. shortening
1/4 c. butter
1 1/2 c. sugar
3 eggs

Grease two 8 or 9 inch pans. In a medium bowl mix flour, baking powder and salt. In pan heat brown sugar 5 minutes. Stir in 1/4 cup hot water. Return to heat until lumps are gone. Stir in remaining hot water. Beat shortening and butter for 1/2 minute, add sugar, eggs one at a time. Add to flour mixture alternately with brown sugar water. Bake at 350 degrees for 35 minutes.

CARAMEL FROSTING:

1/2 c. butter
1 c. brown sugar
1/4 c. milk
3 1/2 c. powdered sugar

Cook butter and brown sugar until bubbly. Remove from heat, add milk and heat powdered sugar in. Quickly frost cake.