Instructions: 1. Heat oven to 350 F. Lightly grease and flour two 9x2-inch round cake pans. Tap out excess flour.

2. CAKE: In a large bowl with an electric mixer on high speed, beat butter, sugar, orange peel, baking powder, baking soda and salt until pale and fluffy, about 3 minutes. Add eggs one at a time, beating well after each

(batter may look curdled). Beat in poppy seeds until blended. Reduce speed to low and beat in half the flour, all the buttermilk, then the remaining flour just until blended. Divide batter between prepared pans and spread evenly.

3. Bake, switching position of pans halfway through baking, 45 to 50 minutes or until a wooden pick inserted in center comes out clean. Cool in pans on a wire rack 10 minutes before inverting cakes on rack. Poke holes with a toothpick, about halfway through layers at 1 to 2 inch intervals.

4. SYRUP: Stir orange juice and sugar until sugar dissolves. Spoon a tablespoon at a time over warm layers. Let cool completely.

5. MEANWHILE MAKE FROSTING: Beat butter, cream cheese, and vanilla in a large bowl on medium speed until blended. Reduce speed to low and beat in confectioners sugar until blended.

6. Place 1 cake layer, smooth side up, on a serving plate. Spread top with 1 cup frosting. Top with second cake layer, smooth side up. Spread remaining frosting over top and sides.

7. Up to 2 hours before serving, decorate cake with the roses and leaves.

Leave at room temperature.

NOTES : Planning Tip: The cake can be baked and frosted up to 3 days ahead. Wrap loosely with plastic wrap and refrigerate. Bring to room temperature before serving.

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