1. Preheat oven to 375, prepare 2 8" pans (grease & flour) Make the cake: place cocoa in bowl and whisk in boiling water to form a paste.

2. Combine chocolate and milk in small saucepan over medium heat.

3. Stir frequently until chocolate melts.

4. Remove from heat, whisk a small amount of the hot chocolate milk into the cocoa paste to warm it. Whisk the cocoa mixture into the milk mixture.

5. Return the pan to medium heat and stir for 1 minute.

6. Remove and set aside to cool until tepid.

7. In mixing bowl, cream butter and sugar together.

8. Beat in the egg yolks, one at a time, add the vanilla.

9. Slowly stir in chocolate mixture.

10. Combine the flour, baking powder, baking soda and salt.

11. Using a spatula add the flour mix to the chocolate mixture.

12. Fold in until just mixed.

13. In another bowl whisk egg whites to form soft peaks.

14. Fold into batter, divide the batter into the two pans.

15. Bake until toothpick comes out clean of center about 45 minutes.

16. Cool on rack for 15 minutes.

17. While cake is baking make the filling: combine the cocoa and boiling water in a small saucepan over low heat.

18. Stir in sugar and chocolate.

19. Add the dissolved cornstarch paste and salt to the pan and bring to a boil, stirring continuously.

20. Boil for 1 minute.

21. Remove from heat and whisk vanilla and butter.

22. Transfer mix to a bowl, cover and refrigerate until cool.

23. Make the frosting: melt chocolate in double boiler over hot, not simmering, water, stirring until smooth.

24. Whisk in butter 1 tablespoon at a time.

25. Remove from heat.

26. Whisk in hot water all at once and whisk until smooth.

27. Whisk in corn syrup and vanilla.

28. Cover and refrigerate for up to 15 minutes prior to using.

29. 10. Assemble the cake: slice each layer to form 4 layers, set 1 layer aside.

30. Place 1 layer on a cake plate.

31. Generously swath the layer with 1/3 of the filling.

32. Add the second layer and repeat.

33. Set the third layer on top and quickly apply a layer of frosting to the topand the sides of the cake.

34. Refrigerate for 10 minutes.

35. 1Crumble the remaining cake layer.

36. Apply the remaining frosting to the cake.

37. Sprinkle liberally with the cake crumbs.

38. Servethe cake within 24 hours.

39. Store in a cool place.

40. Note: ingredients make a runny filling that"s ok. in fridge it hardens up.