For the Cake: 2 Sticks of Butter 1 Cup of Brown Sugar 1 Cup of White Sugar 3 Eggs 1 tsp of Vanilla 31/2 Cups of Cake Flour 2 tsp of Baking Powder 1 12 Oz Can of Evaporated Milk 2 tsp of Apple Pie Spice* 2 Large Apples, Peeled and Chopped 7 Oz. (1/2 Bag) of Cubed Caramels, Chopped For the Icing: 7 Oz. (1/2 Bag) of Cubed Caramels 3 Tbsp of Heavy Cream 1 Stick of Butter 3 Cups of Powdered Sugar * If you don't have apple pie spice, you can make your own by adding together 1 tsp cinnamon, 1/2 tsp nutmeg, 1/4 tsp allspice and 1/4 tsp cardamon.

Cream together the two sticks of butter along with the brown and white sugars.

Next up, add in your eggs and vanilla. Mix it well and add in your cake flour and baking powder.

Combine the ingredients together and then add in your evaporated milk and your apple pie spice.

Lastly you'll add in your apples and the chopped up caramels.

Fold them into the mix, grab yourself two 9" cake pans that have been greased up and lined with parchment, and pour equal amounts into each pan.

Place them in an oven set to 350 degrees for 35 minutes or until a toothpick comes out clean.

Grab the other half of the bag of caramels and throw them in your double boiler along with the cream. Melt it on low heat.

Once it's melted completely, remove it from the heat and give it a few minutes to cool back down.

While your caramel is cooling, drop a stick of butter and the powdered sugar into your mixer. Bring your cooled melted caramel over and drop it into the bowl as well. Mix it all together.

Frost cake with frosting and enjoy.