1 (6 oz.) pkg. butterscotch pieces (reserve 1/3 c. for filling)
1/4 c. water
2 1/4 c. flour
1 1/4 c. sugar
1 tsp. baking soda
1 tsp. salt
1/2 tsp. baking powder
1 c. buttermilk
1/2 c. solid shortening
3 eggs

FILLING:

1/2 c. sugar
1 tbsp. cornstarch
1 egg, slightly beaten
1/3 c. butterscotch pieces
2 tbsp. butter
1 c. coconut
1/2 c. light cream
1/3 c. water
1 c. nuts

SEAFOAM CREAM:

1 c. (1/2 pt.) heavy whipping cream
1/2 tsp. vanilla
1/4 c. brown sugar, firmly packed

Preheat oven to 350 degrees. Grease and flour two 9 inch pans. In small saucepan, melt 2/3 cup of the butterscotch pieces in water; cool. In large bowl, blend remaining cake ingredients prepared pans, spreading to edge. Bake 20-25 minutes. Cool 10 minutes. Remove from pans to cool completely.

Prepare filling while cake is cooling. In medium saucepan, combine sugar and cornstarch, stir in cream, water, egg and reserved butterscotch pieces. Cook over medium heat until thick, stirring constantly. Remove from heat; stir in butter, coconut and nuts. Cool.

Place 1 cake layer on plate, spread with half of filling. Top with remaining layer spread remaining filling to within 1/2 inch of edge on top layer. In small bowl, beat whipping cream until slightly thickened. Gradually add brown sugar and vanilla, beating until thickened. Frost sides and top edge of cake with seafoam cream. Chill at least 1 hour before serving. Store in ice box.