2 (3 oz.) cream cheese, softened
3/4 c. butter
1 tsp. vanilla
6 1/2 c. powdered sugar
1/3 c. milk
12 tbsp. cocoa
4 tbsp. Crisco
3 eggs
2 1/4 c. flour
1 tsp baking powder
1 tsp. baking soda
1 tsp. salt
1 1/4 c. additional milk

Cream together cream cheese, 1/2 C. butter and vanilla. Add powdered sugar and 1/3 C. milk. Add cocoa and Crisco. Mix well. Remove 2 C. of mixture to use for frosting. Cover and refrigerate.

Add 1/4 C. butter to remaining mixture. Add eggs, flour, baking powder, baking soda, salt and remaining milk. Mix well.

Pour into 2 greased (9 inch) cake pans.

Bake at 350°F for 30 minutes. Cool; frost with saved frosting that has been warmed to room temperature.