CREAM CHEESE FILLING:

1 pkg. (8 oz.) cream cheese, softened
5 tbsp. butter, softened
1/3 c. sugar
3 eggs
1/2 c. all-purpose flour
3/4 tsp. vanilla

BROWNIE CRUST:

1 c. butter, softened
1 1/2 c. sugar
4 eggs
1/2 c. unsweetened cocoa
1 c. all-purpose flour
1 tsp. vanilla
Dash of salt

FUDGE FROSTING:

1 c. sugar
1/4 c. butter
1/2 c. milk
2 tbsp. dark corn syrup
Dash salt
1 3/4 c. confectioners' sugar
1 tsp. vanilla
3/4 c. chopped toasted pecans

In a mixing bowl, beat cream cheese with butter; add sugar, eggs (one at a time), flour and vanilla. Beat until smooth. Set aside.

For crust, cream butter and sugar. Beat in eggs (one at a time), cocoa, flour, vanilla and salt. Lightly grease two 9 inch pie pans. Spread 1/4 of batter in bottom of each pan. Pour half of filling into each pan, spreading almost to edges.

Dollop remaining batter over filling; swirl with knife to "marble". Bake at 335 degrees for 25-30 minutes or until toothpick inserted in middle comes out clean. Cool on racks at least 15 minutes.

For frosting: Combine sugar and cocoa in a saucepan. Add butter, milk, corn syrup and salt; bring to a boil, stirring frequently. Boil vigorously 3 minutes, stirring occasionally. Remove from heat. Beat in confectioners' sugar and vanilla. Stir in nuts. Cool 10 minutes. Pour over warm pies. Spreading to cover. Serve warm.