CAKE:

1/2 c. butter
1/4 c. whipping cream
1 c. brown sugar
3/4 c. coarsely chopped pecans or walnuts
1 Pillsbury Plus devil's food cake mix
1 1/4 c. water
1/3 c. oil
3 eggs

In saucepan combine butter, cream and sugar. Cook over low heat until butter melts. Stir occasionally. Pour into 2 round pans. Sprinkle evenly with nuts.

In large bowl combine remaining ingredients at low speed until moist; beat 2 minutes at high speed. Spoon batter over nuts. Bake at 325 degrees for 35 to 45 minutes; cool 5 minutes., then remove from pans. Cool completely.

ICING:

1 3/4 c. whipping cream
1/4 c. powdered sugar
1/4 tsp. vanilla

In a small bowl beat cream until it peaks; add sugar and vanilla. Beat until peaked. Spread between layers and on top. Keep refrigerated.