3 1/2 cups all-purpose flour, sifted twice before measuring
2 teaspoons baking powder
1 cup butter, softened
2 cups granulated sugar
6 eggs
1 cup milk
1 teaspoon vanilla extract

Preheat oven to 325 degrees F. Butter two 9-inch layer cake pans and line the bottoms with parchment or wax paper. Butter the wax paper. Sift flour with baking powder and set aside.

In a large mixing bowl, cream butter until fluffy, then gradually add sugar, beating until creamy. Add eggs, one at a time, and beat in thoroughly. Add flour mixture alternately with the milk, beginning and ending with dry ingredients. Stir well after each addition, but do not over-mix. Stir in vanilla extract. Turn the batter into the prepared pans. Bake until the tops of the layers spring back when lightly touched, about 35 minutes. When the cake is done, cool 10 minutes in the pans, then turn out onto cake racks to cool completely.

Caramel Frosting
3 cups firmly packed brown sugar
2 cups milk
4 tablespoons butter
2 teaspoons vanilla extract

Combine brown sugar and milk in a large saucepan. Bring to a boil and cook, stirring constantly, to soft-ball stage (234 degrees F to 240 degrees F). Remove from heat, add butter and vanilla extract, and beat at high speed until thick enough to hold to the cake when spread. If the frosting becomes too thick, beat in a few drops of hot water. Spread Caramel Frosting over one layer of the cake, top with the other layer and cover the top and sides of the entire cake with the remaining frosting.