2In a large mixing bowl, cream the butter and sugar together with an electric mixer until smooth add the eggs and continue beating until smooth.
3In a bowl, mix the flour and baking powder together and add alternately with the milk to the butter mixture, beating steadily until smooth.
4Add the vanilla and beat until well blended.
5Grease and flour three 9 inch cake pans, divide the batter evenly among the pans, "spank" the bottom of the pans to distribute the batter evenly, and bake until a straw inserted in centers comes out clean, 25 to 30 minutes. Let cool completely.
6Meanwhile, to make the icing: melt the butter over low heat in a saucepan, add the brown sugar and milk, bring to a boil and remove from the heat to cool.
7Add the powdered sugar and mix until well blended.
8When the cake layers are cooled, remove from the pans, place one layer on a cake plate and spread one third of the icing on the layer.
9Place a second layer over the icing and spread with more icing.
10Top with the third layer and spread icing over the top and around the sides.