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Pour sugar evenly over bottom of medium sauce pan. Carefully pour water over sugar to cover all with out disturbing sugar.
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Turn heat on high. Cook without stirring or moving pan until any part of the mixture turns slightly brown.
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Watch carefully.
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Swirl pan to even the color and cook until golden brown. NEVER STIR.
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Carefully pour in 1/2 cup cream, without stirring.
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Boil on high until the mixture turns into a sauce consistency, no stirring.
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Remove from the stove and cool completely. using a mixer bowl with a whip attachment add remaining cream and vanilla, whip until it holds a soft peak.
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Add caramel in steady stream beating constantly, scraping down sides, until light and fluffy.