2 (3 oz.) pkg. cream cheese, softened
1/2 c. butter, softened
1 tsp. vanilla
6 1/2 c. (1 1/2 lb.) sifted powdered sugar
1/3 c. milk, at room temperature
4 squares (4 oz.) unsweetened chocolate, melted and cooled
4 tbsp. butter, softened
3 eggs
2 1/4 c. all-purpose flour
1 tsp. baking powder
1 tsp. baking soda
1 tsp. salt
1 1/4 c. milk

Cream together cheese, the 1/2 cup butter, and vanilla. Alternately beat in sugar and 1/3 cup milk. Blend in chocolate. Remove 2 cups for frosting, cover and refrigerate.

Cream together remaining chocolate mixture and butter. Add eggs; beat well. Stir together dry ingredients. Beat into creamed mixture alternately with the remaining milk. Turn into two greased and floured 9 x 1 1/2 inch cake pans. Bake in 350 degree oven for 30 minutes. Cool in pans 10 minutes.

Remove; cool on racks. Remove frosting from refrigerator 15 minutes before frosting cake.