In heavy saucepan, combine the brown sugar, butter and milk. Cook and stir over a low heat until the brown sugar is dissolved.

Increase the heat to medium. Do not stir. Cook for 3-6 minutes until either bubbles form in the center of the pan or the mixture turns amber. Remove from the heat and transfer the caramel mixture to a small bowl.

Cool to room temperature.

Reserve 1/4 cup caramel for drizzling. Add rest to a mixer.

Gradually mix in powdered sugar until combined, creamy and the correct consistency.

This recipe should make enough The Best Caramel Buttercream Frosting to cover a 9? x 13? sheet cake or a two-layer 8? cake. If you are making cupcakes, you should be able to frost 24 cupcakes if you apply the frosting with a knife. If you swirl on the frosting with a pastry bag like we have done here, you should be able to frost 15-18 cupcakes depending on the size of the swirl