Step 1: Heat the Base Mixture

• In a large heavy-bottomed saucepan, combine 3 cups of granulated sugar with 1⅓ cups of whole milk.

• Heat over medium heat, stirring constantly until the sugar fully dissolves.

Step 2: Make the Caramel

• In a small cast-iron skillet or non-stick pan, add the remaining 5 tablespoons of sugar.

• Cook over medium-high heat, stirring frequently until the sugar melts and turns a deep golden brown—be careful not to burn it.

• Once caramelized, immediately pour the hot sugar into the milk mixture, stirring quickly to combine (it may bubble—this is normal).

Step 3: Cook the Icing

• Continue cooking the combined mixture over medium heat, stirring often to prevent scorching.

• Cook until it reaches the soft ball stage (235°F–240°F), which takes about 15 minutes.

• Alternatively, test by dropping a small amount into cold water—it should form a soft, pliable ball.

Step 4: Beat in the Butter

• Remove the saucepan from heat.

• Add cold butter pieces and beat with an electric mixer until the mixture thickens and cools slightly.

• The icing should be thick but spreadable—ideal for frosting cakes.