Preheat oven to 350°F / 175°C. Line the bottom of two 9“ springform pans with parchment paper and lightly grease the sides. Set aside.
Cake:
In a large bowl whisk together flour, baking powder, and salt to combine. Set aside. In a large mixing bowl, using a handheld or stand mixer fitted with a whisk or paddle attachment beat butter and sugar until creamy for about 2 minutes. Add eggs and vanilla* and mix until combined. Alternately add dry ingredients and milk and mix on low speed just until combined. Begin and end with dry ingredients. Divide batter into the two prepared springform pans equally. Bake for about 23-25 minutes or until a toothpick centered in the middle comes out clean. Let cool to room temperature before frosting.
Frosting:
In a small saucepan, melt the butter over medium-high heat. When butter is melted, add brown sugar and 1/2 cup of heavy whipping cream and bring to a boil. Cook for about 2 minutes. Whisk continuously. Remove from heat and stir in salt and vanilla* until combined. Transfer to a large heat-proof mixing bowl. Let cool to room temperature.
Add 5 cups of powdered sugar to the cooled caramel little by little and stir on medium-low speed until it's starting to get crumbly. Add ¼ cup heavy cream and mix on medium speed until combined and creamy. Add more sugar or heavy cream little by little if the consistency is too liquid or too little creamy. The consistency should be creamy but firm enough to spread. Add salt and stir to combine. When you add more sugar, you may increase the salt amount to your taste.
Cut cake layers in half horizontally. Spread with ¼ of the frosting. Place a second cake layer on top and frost again. Repeat two more times. Spread remaining frosting on top of the cake and around the sides. Chill in the fridge at least 4 hours.
Topping:
In a small saucepan, melt the butter over medium-high heat. When butter is melted, add brown sugar and 1/2 cup of heavy whipping cream and bring to a boil. Cook for about 2 minutes. Whisk continuously. Remove from heat and stir in salt and vanilla* until combined.
Transfer popcorn to a large bowl and pour 1 cup of cooked caramel on top. Stir until popcorn is evenly moist.
Pour the remaining caramel around the edges of your chilled cake that it drips down the sides. Place caramel popcorn on top of the cake. Store leftovers in an airtight container in the fridge up to 3 days.
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