1 1/2 c. butter
3 sq. unsweetened chocolate
1 1/2 c. sugar
1 c. + 2 tbsp. all-purpose flour
3 eggs
1/2 c. nuts, chopped
1 tsp. baking powder
1 (8 oz.) pkg. cream cheese
2 c. miniature marshmallows
1/3 c. milk
4 c. powdered sugar

Heat oven to 350 degrees. Grease and flour a 13 x 9 inch pan. Melt 1/2 cup butter and 1 square chocolate. Melt in large saucepan over low heat. Stir in 1 cup sugar. Stir in 1 cup flour, nuts, baking powder, and 1 teaspoon vanilla. Stir in 2 eggs, mix well. Spread in prepared pan. In small bowl, combine filling ingredients.

FILLING: 6 ounces cream cheese, 1/4 cup butter, 1/2 cup sugar, 2 tablespoons flour, 1 egg, and 1/2 teaspoon vanilla. Beat 1 minute on medium speed until smooth. Spread over chocolate mixture, bake at 350 degrees for 25 to 35 minutes. Sprinkle with marshmallows and bake for 2 minutes longer.

FROSTING: 1/3 cup butter, 2 squares chocolate, and milk. Add 2 ounces cream cheese. Melt in large saucepan on low heat. Remove from heat and add powdered sugar and 1 teaspoon vanilla. Blend well. Immediately pour over marshmallows. Swirl together. Chill until firm. Cut into bars. Store in refrigerator. Makes 36 bars.