1 3/4 c. whole wheat flour
2 c. brown sugar, packed
2 tsp. baking soda
1 tsp. cinnamon
1/2 tsp. nutmeg
1/4 tsp. cloves
1 tsp. salt
1 c. oil
4 eggs
3 c. grated carrots, lightly packed
1 tsp. vanilla
Brown Sugar Frosting

Combine flour, brown sugar, soda, cinnamon, nutmeg, cloves and salt in a bowl. Mix well, then blend in oil. Add eggs, 1 at a time, beating well after each addition. Stir in carrots and vanilla. Turn into 2 greased and floured 9" layer pans. Bake at 350 degrees for 35 to 40 minutes or until tops of layers spring back when lightly touched. Let cool 10 minutes then turn out. Frost cooled layers with Brown Sugar Frosting.

BROWN SUGAR FROSTING:

8 oz. cream cheese
1/2 c. butter
1 c. brown sugar, packed
1 tsp. vanilla
1 c. chopped walnuts or pecans (opt.)

Let cream cheese and butter soften in a bowl. Cream together at high speed. Gradually beat in brown sugar and vanilla. Fold in half the nuts. Frost only the top and between the layers of cake. Sprinkle additional nuts on top.