Caramel Frosting

Frosting:
50 caramels
1/2 cup milk
1 cup unsalted butter, softened
5 cups confectioners' sugar, sifted
1/2 tsp vanilla extract



Frosting: In medium saucepan, melt caramels over medium heat, stirring occasionally, 15 minutes. Whisk in milk until smooth. Remove from heat: let cool to room temperature, 1 hour.

3. In a large bowl, beat butter, sugar and vanilla until blended. On medium-high, beat 3 minutes. Beat in caramel mixture and beat 2 minutes more, until light and fluffy.

4. Spoon frosting in a gallon size resealable plastic bag. Cut tip off and frost tops of cupcakes.