2/3 c. butterscotch pieces
1/4 c. water
2 1/4 c. all purpose flour
1 tsp. salt
1 tsp. baking soda
1/2 tsp. baking powder
1 c. sugar
1/4 c. brown sugar, firmly packed
1/2 c. shortening
3 eggs, unbeaten
1 c. buttermilk

Melt butterscotch pieces in water in a saucepan. Cool. Combine flour with salt, soda and baking powder; set aside. Add sugar and brown sugar gradually to shortening, creaming well. Blend in eggs, blending well after each addition. Add butterscotch pieces solution; mix well. Add dry ingredients alternately with buttermilk beginning and ending with dry ingredients. Blend well after each addition. (With mixer, use a low speed.) Put batter in two 9 inch greased and floured round layer cake pans. Bake at 375 degrees for 30 to 35 minutes. Cool; spread "Mardi Gras" filling between layers and on top to within 1/2 inch of edge. Frost sides and top edge with Cream Cheese frosting.