I have a confession to make but not one that I am ashamed of: I don't like cream cheese frosting. Don't try to convince me that it tastes good. You know what tastes good? Cream cheese on a bagel with red onion and lox. Now let's move on.

But if you are thinking, "it is not humanly possible to eat carrot cake without cream cheese frosting," you are incorrect. I promise you won't even think about it when you make this brown butter frosting. You may even forget about the carrot cake itself. Or where you are. OR if you are wearing pants. It is that good.

Carrot Cake with Brown Butter Frosting
from Smitten Kitchen and Always with Butter

Carrot Cake
2 cups all purpose flour
2 tsp baking soda
1 tsp table salt
2 tsp cinnamon
1/2 tsp nutmeg
1 tsp ginger
2 cups granulated sugar
1 1/4 cups canola oil
4 large eggs
3 cups grated peeled carrots

Brown Butter Frosting
1 cup butter
1 tsp vanilla bean paste
1 tsp molasses
pinch of salt
6 cups powdered sugar, sifted
1/2 cup milk

Make the cake: Preheat oven to 350°F. Butter or spray two 8"/9" (or three 6") cake pans and line with parchment paper.

Whisk flour, baking soda, salt, cinnamon, nutmeg and ginger in medium bowl. Whisk sugar and oil in large bowl until well blended. Whisk in eggs 1 at a time. Add flour mixture and stir until blended, stir in carrots. Divide batter evenly among cake pans.

Bake cakes for 40 minutes (but check as soon as 25/30 minutes), or until a tester inserted into the center of one comes out clean. Let cool in pans for five minutes or so, then transfer cakes to a cooling rack.

Make the frosting: Place butter in a pan over medium heat. Cook until the butter becomes a rich amber color and little brown flecks appear at the bottom of pan. Stir quite often as to not burn it. Pour into a bowl, scraping in the little brown flecks, and let set in the refrigerator until it is the consistency of softened butter.

Beat the butter, vanilla bean paste and molasses until combined. Add in half the powdered sugar and half the milk. Beat until combined. Add in remaining. Beat until very fluffy.