Put the top 7 ingredients (from carrots through butter) in a pan and simmer for 15 minutes. Let cool 30 minutes. Add the next 3 ingredients (flour, salt and b.soda) and mix well. Add walnuts to the top. Grease pan to keep mixture from sticking. Add mixture and bake at 325 degrees for 1 1/2 hours. Let cool. Add a cream cheese frosting or frosting of your choice and enjoy.