Pre-heat oven to 350 degrees.

Lightly butter a 9- inch round cake pan and then line the bottom of the pan with a parchment round and the sides of the pan with a strip of parchment.

Zest the two oranges and then peel them.

Save the zest for the cake recipe below.

Using a very sharp knife, cut the pith off of the flesh of the oranges and then cut the oranges in ¼ inch slices and set aside.

Bring the sugar and water to a boil over medium heat.

Stir until the sugar is dissolved.

Boil the mixture until it begins to turn golden brown.

Stir in the butter until the mixture is smooth and amber in color.

Pour the caramel into the pan and swirl it around to distribute it over the entire bottom of pan.

Arrange the orange slices over the caramel.