Easy as 1,2,3!

1

Heat oven to 325°F. Heat dry skillet over medium heat. Add walnuts; cook, stirring, until toasted, 3–5 min. Remove from skillet; cool. Coat 2 (9") round cake pans with baking spray with flour. Finely chop 3⁄ cup walnuts; reserve. On low 4 speed, beat cake mix, 11⁄ cups water, eggs 4 and oil until blended, 30 sec.; on medium speed, beat 2 min. Stir in reserved finely chopped walnuts. Divide batter evenly between pans. Bake until toothpick inserted into centers comes out clean, 25–30 min. Let cool 20 min. Transfer from pans to racks; let cool completely.

2

Chop 21⁄ bars chocolate. Transfer to 4 microwave-safe bowl; microwave in 15-sec. intervals, stirring, until melted. Cool. On medium, beat butter until fluffy, 2 min. On low, gradually beat in melted chocolate until blended. Gradually beat in confectioners’ sugar, then 2 Tbs. cream until combined. On medium-high speed, beat frosting until fluffy, 2 min.

3

Place one cake layer on serving plate; spread top with 1 cup frosting. Top with remaining cake layer. Spread top and side with remaining frosting. Press ½ cup walnuts around bottom of cake. Chill until set, 1 hr. Chop 3⁄ bar chocolate. 4 Transfer to microwave-safe bowl; add remaining 6 Tbs. cream. Microwave in 15-sec. intervals, stirring, until smooth; cool. Spread over cake top. Let stand until set, 20 min. Cut remaining 1⁄ bar 4 chocolate into 3⁄4" pieces. Top cake with marshmallows, remaining 1⁄ cup walnuts 4 and chocolate pieces.

Servings: 16 ACTIVE time: 1 hr., 15 min. TOTAL time: 4 hrs., 30 min.