BASE:

1/2 c. butter
1 oz. (1 sq.) unsweetened chocolate
1 c. flour
1 c. sugar
1 tsp. baking powder
1 tsp. vanilla
2 eggs
3/4 c. chopped nuts

FILLING:

8 oz. soft cream cheese
1/4 c. soft butter
1/2 c. sugar
2 tbsp. flour
1/2 tsp. vanilla
1 egg
1/4 c. chopped nuts
6 oz. pkg. chocolate chips

Reserve 2 ounces cream cheese for frosting.

FROSTING:

2 c. miniature marshmallows
1/4 c. butter
1/4 c. milk
1 oz. unsweetened chocolate
3 c. powdered sugar, sifted
1 tsp. vanilla

In a large saucepan, melt 1/2 cup butter and chocolate, stirring constantly until blended. Mix remaining base ingredients; mix with chocolate mixture. Spread in greased 13"x9" pan.

In a small bowl, combine all filling ingredients except nuts and chocolate chips. Beat 1 minute at medium speed until smooth and fluffy. Stir in nuts. Spread over chocolate mixture. Sprinkle chocolate chips evenly over top. Bake at 350 degrees for 25 to 35 minutes.

Immediately sprinkle marshmallows over top. Return to oven and bake additional 2 minutes. In large saucepan, over low heat, combine butter, milk, chocolate and reserved cream cheese, stirring until well blended. Remove from heat; stir in powdered sugar and vanilla; blend until smooth. Immediately pour frosting over marshmallows and lightly swirl with a knife. Refrigerate until firm. Cut into bars. Makes 36.