3 1 oz. squares unsweetened chocolate
1/4 c. butter
1 8 oz. pkg. cream cheese softened
3 c. sifted powdered sugar divided
1 tbsp. plus 1 tsp. whipping cream
1/2 tsp. vanilla extract

Melt chocolate in saucepan over low heat stirring constantly. Cool. Cream butter and cream cheese and add 1 c. powdered sugar, chocolate, whipping cream and vanilla, beating well at low speed. Add remaining sugar and beat until thick.