1 c. cocoa
2 c. boiling water
1 c. butter (softened)
2 1/2 c. sugar
4 eggs
1 1/2 tsp. vanilla extract
2 3/4 c. all purpose flour
2 tsp. baking soda
1/2 tsp. baking powder
1/2 tsp. salt

Combine cocoa and boiling water, blending until smooth; set aside to cool. Combine butter, sugar, eggs and vanilla; beat at high speed of electric mixer until light and fluffy (about 5 minutes). Combine dry ingredients. Add to sugar mixture, alternately with cocoa mixture, beating at low speed of electric mixer and beginning and ending with dry ingredients. Do not over beat.

Pour batter into 3 greased 9-inch cake pans. Bake at 350 degrees for 25 to 30 minutes. Cool in pans 10 minutes; remove from pans, and cool completely. Put layers together with filling, and spread frosting over top and sides. Serve at once, or refrigerate until needed.

FILLING:

1/2 pt. whipping cream
1/4 c. powdered sugar
1 tsp. vanilla extract

Combine all ingredients in a bowl; whip until thick, chill. Yield: about 2 cups.

FROSTING:

1 (6 oz.) pkg. semi sweet chocolate morsels
1/2 c. half and half
1 c. butter
2 1/2 c. powdered sugar

Combine chocolate morsels, half and half, and butter in a saucepan; place over medium heat, stirring until chocolate is melted. Remove from heat; blend in powdered sugar. Set saucepan in ice and beat until frosting holds it s shape.

Yields: about 3 cups.