1 cup butter or margarine (see note)

? cup firmly packed light brown sugar 1 grapefruit -- peeled, cut into 6

cartwheel slices & well-drained Walnut halves (about 18) 1 package poundcake mix -- (16 ounce)

2 eggs

Milk or water 1 teaspoon ground cinnamon

1 teaspoon ground cloves

Grated peel of 1 grapefruit (yellow part only) WHIPPED TOPPING 1 cup whipping cream

2 tablespoons powdered sugar

Grated peel of ? grapefruit (yellow part only)

TO MAKE THE CAKE Melt the butter in a 9-inch-square baking pan while the oven is preheating to 325 degrees. Carefully remove the hot baking pan from oven; sprinkle the brown sugar evenly over the melted butter. Arrange the grapefruit slices and walnut halves over the brown sugar.

In a large bowl, prepare the poundcake mix with the eggs and milk or water, following the package directions and adding the cinnamon and cloves. Stir in the grapefruit peel. Pour the batter over the grapefruit. Bake for 50 to 55 minutes, or until a toothpick inserted in the center comes out clean.

Run a knife around the sides of the pan; remove the cake by inverting it onto a serving plate. Serve warm or cool with topping.

TO MAKE THE TOPPING In a bowl, whip the cream with the powdered sugar. Stir in the grapefruit peel; chill for 10 to 15 minutes.

Note: Use real butter or stick margarine that's at least 80% fat. Do not substitute reduced-fat spreads; their higher water content often yields less-satisfactory results.

Makes 8 to 9 servings