2 (3 oz.) pkg. cream cheese, softened
1/2 c. butter, softened
1 tsp. vanilla
6 1/2 c. sifted powdered sugar
1/3 c. milk (room temperature)
4 sq. (4 oz.) unsweetened chocolate, melted and cooled
4 tbsp. butter, softened
3 eggs
2 1/4 c. flour
1 tsp. baking powder
1 tsp. baking soda
1 tsp. salt
1 1/4 c. milk

Cream together cheese, 1/2 butter and vanilla. Alternately beat in sugar and 1/3 cup milk. Blend in chocolate. Remove 2 cups for frosting; cover and refrigerate. Cream together remaining chocolate mix and butter. Add eggs; beat well. Sift together dry ingredients. Beat into creamed mixture alternately with remaining milk. Turn into 2 greased and floured 9 x 1 1/2 cake pans.

Bake at 350°F for 30 minutes. Cool in pans 10 minutes. Remove; cool on racks. Remove frosting from refrigerator 15 minutes before frosting cake.