FROSTING:
      6 oz Cream cheese, softened

    1/2 c  Butter, softened

    1/2 t  Vanilla

    1/2 t  Peppermint extract

      6 c  Powdered sugar

    1/4 c  Hot water

      4 oz Semi-sweet chocolate, melted

           CAKE:
      2 c  Frosting, prepared as dir'd.

    1/4 c  Butter, softened

      3    Eggs

      2 c  Flour

  1 1/2 t  Baking soda

      1 t  Salt

    3/4 c  Milk

  Heat oven to 350 degrees.  Grease and flour two 9 inch round cake pans.  In
  large bowl, combine cream cheese, 1/2 c butter, vanilla and peppermint
  extracts; blend until smooth.  Ad powdered sugar alternately with hot
  water,
  beating until smooth.  Blend in chocolate.
  In another large bowl, combine 2 c of the frosting mixture and 1/4 c
  butter;
  blend well.  Beat in eggs, one at a time, beating well after each addition.
  Lightly spoon flour into measuring cup; level off.  Ad flour, baking soda,
  salt and milk; beat until smooth. Pour batter evenly into greased and
  floured
  pans.
  Bake at 350 degrees for 30 to 40 minutes or until toothpick inserted in the
  center comes out clean.  Cool 5 minutes; remove from pans. Cool completely.
  To assemble cake, place one layer, top side down, on serving plate; spread
  with about 1/4 of frosting.  Top with second layer, top side up.  Spread
  sides and top of cake with remaining frosting. Store in refrigerator.