CAKE:

1 c. unsifted unsweetened cocoa
2 c. boiling water
2 3/4 c. sifted all purpose flour
2 tsp. baking soda
1/2 tsp. salt
1/2 tsp. baking powder
1 c. butter or regular butter, softened
2 1/2 c. granulated sugar
4 eggs
1 1/2 tsp. vanilla extract

FROSTING:

1 (6 oz.) pkg. semi-sweet chocolate pieces
1/2 c. light cream
1 c. butter or regular butter
2 1/2 c. unsifted confectioners' sugar

FILLING:

1 c. heavy cream, chilled
1/2 c. unsifted confectioners' sugar
1 tsp. vanilla extract

1. In medium bowl, combine cocoa with boiling water, mixing with wire whisk until smooth. Cool completely. Stir flour with soda, salt and baking powder. Preheat oven to 350 degrees. Grease well and lightly flour 3 (9" x 1 1/2") layer cake pans.

2. In large bowl of electric mixer, at high speed, beat butter, sugar, eggs and vanilla, scraping bowl occasionally, until light, about 5 minutes. At low speed, beat in flour mixture (in fourths), alternately with cocoa mixture (in thirds), beginning and ending with flour mixture. Do not over beat.

3. Divide evenly in pans; smooth top. Bake 25 to 30 minutes, or until surface springs back when gently pressed with finger tip. Cool in pans 10 minutes. Carefully loosen sides with spatula; remove from pans; cool on racks.

4. FROSTING: In medium saucepan, combine chocolate pieces, cream, butter; stir over medium heat until smooth. Remove from heat. With whisk, blend in 2 1/2 cups confectioners' sugar. In bowl set over ice, beat until it holds shape.

5. FILLING: Whip cream with sugar and vanilla; refrigerate. To assemble cake: On plate, place a layer, top side down; spread with half of cream. Place second layer, top side down; spread with rest of cream. Place third layer, top side up.

6. TO FROST: Cover whipped cream filling areas first. Use rest of frosting on top, swirling decoratively.

Refrigerate at least 1 hour before serving.