1 box butter cake mix
1/2 c. Crisco oil
4 eggs
2 tsp. vanilla
1 tsp. butternut flavoring
1 (11 oz.) can Mandarin oranges, cut up & add to juice

Grease and flour pans and set aside. Blend all ingredients thoroughly and divide evenly in 3 (9-inch) pans.

Bake in 325 degree oven for 20 minutes or until toothpick comes out clean. Cool completely before frosting.

FROSTING:

1 large container of whipped topping. Fold in box of vanilla instant pudding. Add 1 (15 oz.) can crushed pineapple and juice. Frost between layers and top only.