Step 1

Preheat oven to 350 degrees F. Grease and lightly flour two, 9-inch cake pans. or line with parchment paper and grease. Set aside.

Step 2

Place the pecans and/or walnuts on a baking sheet; bake for about 6 - 8 minutes or until lightly toasted. Chop roughly and set aside to cool.

Step 3

In a medium bowl, whisk the flour, baking soda, baking powder, salt, and cinnamon. Set aside.

Step 4

In bowl of your stand mixer, with the paddle attachment (or with a hand mixer), beat the eggs until frothy (about 1 minute).

Step 5

Add both the granulated and brown sugars and the vanilla extract and beat, on medium-high speed, until the mixture is thick and pale yellow (about 3 - 4 minutes).

Step 6

Turn the mixer down to low speed, and slowly add the oil. Mix until combined.

Step 7

Add the flour mixture and mix just until combined.

Step 8

With a rubber spatula fold in the grated carrots and toasted chopped nuts.

Step 9

Evenly divide the batter between the two prepared pans and bake for 25 to 30 minutes or until a toothpick inserted into the center of the cakes comes out clean. (Rotate the pans halfway through baking).

Step 10

Remove from oven and let the cakes cool in the pans on a wire rack. After the cakes have cooled (about 15-20 minutes) remove cakes from pans and return to cooling racks to completely cool before frosting.

Step 11

Place butter in small saucepan over medium heat. Continue melting until the butter starts to foam and turn light brown. Swirl the pan and cook 1 minute longer. The butter should smell nutty and you should see small brown specks. Remove from heat and let cool completely until solidified.

Step 12

In the bowl of your stand mixer, fitted with the paddle attachment (or with a hand mixer), beat the cooled brown butter and cream cheese on medium speed until smooth.

Step 13

Turn mixer down to low; add 1 ½ cups of powdered sugar, vanilla, lemon zest and salt. Beat until incorporated (about 2 minutes). Slowly add in the heavy cream, turn mixer up to medium-high speed and whip until light and fluffy (about 4-5 minutes). Add additional ½ cup of powdered sugar if needed to achieve right consistency.

Step 14

Once cakes have cooled completely, place one layer on serving dish and top with a generous layer of cream cheese frosting. Place the second layer (bottom side facing up) on top and frost the sides and the top of the cake.

Step 15

Garnish with toasted nuts if desired.