CAKE:

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

Preheat oven to 350 degrees. Grease and flour 3 (9") cake pans. In bowl, stir boiling water into cocoa until well blended and set aside. Beat butter and sugar until light and fluffy. Add eggs, one at a time. Beat in vanilla. Mix all dry ingredients alternately with cocoa mixture. Pour in pans. Bake for 25 minutes. Cool and make filling.

FILLING:

8 oz. white chocolate, chopped
2 c. heavy cream

In top of double boiler over hot, not boiling water, combine white chocolate with 1/4 cup heavy cream. Stir until chocolate melts. Remove from heat and pour into large bowl. Stir in heavy cream. Cover and refrigerate until very cold. When cold, beat until filling is stiff. Spread between cooled cake layers.

FROSTING:

12 oz. semi sweet chocolate pieces
1/2 c. half and half
1 c. butter
1 box confectioners' sugar

Over medium heat, combine chocolate pieces, half and half cream and butter. Cook, stirring until smooth. Pour into large mixing bowl and gradually add in sugar until thick enough to spread over top and sides of cake.