-Preheat oven to 350 degrees.

-Grease and flour 2 round 9x 2 cake pans or one 13 x 9 baking pan.

-Whisk together the following in a large bowl:

1-1/3 cup flour

¾ cup sugar

1½ tsp baking soda

1 tsp baking powder

1 tsp ground cinnamon

½ tsp ground cloves

½ tsp freshly grated nutmeg

½ tsp allspice

½ tsp salt.

-Then stir in:

½ cup melted butter

3 large eggs

1 cup finely chopped walnuts

-Grate 1 bunch of carrots and then stir them into the batter.

-Scrape the batter into the pan/s and spread evenly.

-Bake until a toothpick inserted into the middle comes out clean, about 25-30 minutes.

-Let cool completely and frost with cream cheese frosting, or serve warm sprinkled with powdered sugar.

Cream Cheese Frosting:

-Zest 1 lemon

-Sift 1 cup powdered sugar.

-In a food processor, blend the following until creamy:

8 ounces cold cream cheese

5 TBS unsalted butter

2 tsp vanilla

The 1 cup powdered sugar and the lemon zest.

-Do not over-process.