Ingredients

3 ounces unsweetened chocolate, chopped1/2 cup butter, softened1 cup sugar1 cup packed brown sugar3 large eggs, room temperature2 cups cake flour3 teaspoons baking powder1 teaspoon ground cinnamon1/2 teaspoon salt1/2 teaspoon ground allspice1/8 teaspoon ground cloves1-1/3 cups 2% milkICING:1 cup plus 2 tablespoons packed brown sugar3/4 cup heavy whipping cream6 tablespoons butter, cubed1-1/2 cups confectioners’ sugar1/4 teaspoon vanilla extractCaramel popcorn with peanuts, optional

Preparation

Preheat oven to 350°. Line bottoms of 2 well-greased 9-in. round baking pans with parchment; grease paper. In a microwave, melt chocolate; stir until smooth. Cool slightly.

In a large bowl, cream butter and sugars until light and fluffy. Add eggs, one at a time, beating well after each addition. Beat in chocolate. In another bowl, whisk flour, baking powder, cinnamon, salt, allspice and cloves; add to creamed mixture alternately with milk, beating well after each addition.

Transfer batter to prepared pans. Bake 30-35 minutes or until a toothpick inserted in center comes out clean. Cool in pans 10 minutes before removing to wire racks; remove paper. Cool completely.

In a small saucepan, combine brown sugar, cream and butter. Bring to a boil over medium heat, stirring occasionally. Cook and stir 3 minutes. Remove from heat; gradually beat in confectioners’ sugar and vanilla.

Place one cake layer on a serving plate; pour half of the warm icing over the cake. Top with remaining cake layer. Pour remaining icing over top of cake. If desired, top with caramel popcorn.