2 c. sifted flour
1 tsp. baking soda
1/4 tsp. salt
1/2 c. unsweetened cocoa
11 tbsp. butter, softened
1 tsp. vanilla extract
1 1/2 c. sugar
3 eggs
1 c. milk

ICING:

6 oz. semi-sweet chocolate, finely chopped
1/3 c. whipping cream
1 tbsp. sugar
1 1/2 tbsp. butter

SPIDERS:

2 c. chocolate chips
1 tsp. vegetable oil

WEBS:

3 oz. white chocolate, finely chopped
1 tsp. vegetable oil

CUPCAKE: Adjust 2 racks to divide the oven into thirds. Lightly grease and flour 16 cupcake forms. Sift together the flour, baking soda, salt, and cocoa; set aside. Cream the butter with an electric mixer; add the vanilla and sugar and beat to mix. Add the eggs, one at a time. On the lowest speed alternately add the dry ingredients in 3 additions with the milk in 2 additions. Beat just until smooth. Spoon into the prepared pans. Bake at 350 degrees for 25 minutes. Cool a few minutes in the pans. Run a knife around the edges and invert onto a rack. Cool completely.

ICING: Put the chocolate, cream, sugar, and butter in a medium saucepan. Cook over medium heat, stirring occasionally, until the chocolate is partially melted. Remove from the heat and stir until completely melted. Transfer to a bowl and cool to room temperature. Hold a cupcake upside down and pipe the top into the icing. Twirl the cake slightly and set aside. Repeat with the remaining cupcake and icing. Refrigerate.

SPIDERS: Place the chocolate chips and oil in the top of a double boiler set over hot water. When the chips have almost melted remove from the heat and stir until completely melted. Cool 10 minutes, stirring occasionally. Spoon the melted chocolate into a pastry bag fitted with an 1/8 inch tip. (Or use a parchment paper cone.) On a baking sheet lined with wax parchment paper start piping out spiders about 2 inches apart. Make an oval body about 1/2 inch long with 4 legs on each side; the top and bottom legs should be lightly longer. Refrigerate 20 minutes. Peel the spiders from the paper; keep refrigerated.

WEBS: In a double boiler set over medium low heat melt the chocolate and oil together. Remove from the heat and cool 5 minutes, stirring occasionally. Spoon the chocolate into a pastry bag fitted with a 1/8 inch tip. (Or use a parchment paper cone.) In the center of a cupcake make a small dot of the chocolate; from the center pipe out 8 lines, evenly spaced, to the outer edge. Pipe out 4 circles, evenly spaced, over the lines. The cupcakes can be made 24 hours in advance. Hold in refrigerator in tins or loosely covered. Remove from refrigeration 1-2 hours before serving. Before serving place a couple of the spiders on top of each cupcake.