3/4 c. butter
1 2/3 c. sugar
3 eggs
1 tsp. vanilla
2 c. flour
2/3 c. cocoa
1 1/4 tsp. baking soda
1/4 tsp. baking powder
1 tsp. salt
1 1/3 c. H2O

Combine butter, sugar, eggs and vanilla. Beat on high speed 3 minutes. Combine dry ingredients; add alternately with H2O to butter mixture. Blend until just combined. Bake 30-35 minutes at 350 degrees. Cool completely. Frost.

CHOCOLATE LOVER'S FROSTING:

3 c. sifted powdered sugar
1/2 c. cocoa
1/2 c. butter
5-6 tbsp. milk
1 tsp. vanilla

In small bowl beat 1 cup sugar, cocoa, butter, 2 tablespoons milk and vanilla until creamy. Gradually add remaining sugar alternately with milk. Beat until smooth.