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

Combine cocoa and water, stirring until smooth. Combine butter, sugar, eggs and vanilla; beat at high speed 5 minutes until light and fluffy. Combine dry ingredients. Add to sugar mixture alternately with cocoa mixture, beating at low speed beginning and ending with flour mixture. Do not overbeat. Pour into 3 greased 9-inch pans.

Bake at 350°F for 25 to 30 minutes.

Filling:

1 c. whipping cream
1 tsp. vanilla
1/4 c. sifted powdered sugar

Beat whipping cream and vanilla until foamy. Gradually add powdered sugar, beating until peaks hold their shape.

Frosting:

1 (6 oz.) pkg. semi-sweet chocolate morsels
1/2 c. half and half
2 1/2 c. sifted powdered sugar
3/4 c. butter

Combine morsels, half and half and butter. Cook over medium heat, stirring until chocolate melts. Remove from heat. Add powdered sugar. Set saucepan in ice and beat until holds its shape.