Witch Cake

Prep Time: 15 min
Total Time: 1 hr 10 min
Makes: 24 servings, one cupcake each

1 package (2-layer size) yellow cake mix
1 package (4-serving size) JELL-O Vanilla Flavor Instant Pudding & Pie Filling
1 package (8 ounces) PHILADELPHIA Cream Cheese, softened
1/4 cup (1/2 stick) butter, softened
1 teaspoon vanilla extract
8 drops green food coloring
1 package (16 ounces) powdered sugar, sifted (4 to 4 1/2 cups)
1 tube (0.75 ounce) black decorating gel
12 OREO Chocolate Sandwich Cookies, divided
3 JET-PUFFED Miniature Marshmallows
4 pieces black string licorice (2 inches each)

PREPARE cake batter as directed on package. Add dry pudding mix; mix well. Spoon evenly into 24 paper-lined medium muffin cups. Bake as directed on package for cupcakes. Remove to wire racks; cool completely.

BEAT cream cheese, butter, vanilla extract and food coloring in medium bowl with electric mixer on medium speed until well blended. Gradually add sugar, beating well after each addition.

ARRANGE cupcakes on large serving platter or tray to resemble a witch's head; spread with frosting. Use decorating gel to outline the mouth and hat on the cupcakes. Finely crush 11 of the cookies; sprinkle inside mouth and hat. Cut remaining cookie crosswise in half; place on cupcakes for eyes. Place marshmallows in mouth for teeth. Arrange licorice to resemble eyebrows and nose. Store in refrigerator.

Substitute: Prepare as directed, using any flavor cake mix.

How to Create Your Own Unique Cake: Let your imagination run wild and create your own unique cake. Just assemble the cupcakes into a shape such as a ghost, jack-o'-lantern or monster face, then frost and decorate. It's easy!

Nutrition (per serving): Calories 300 Total fat 13g Saturated fat 4.5g Cholesterol 45mg Sodium 290mg Carbohydrate 45g Dietary fiber 0g Sugars 36g Protein 3g

Vitamin A 4%DV Vitamin C 0%DV Calcium 4%DV Iron 4%DV

Recipe and photograph provided courtesy of Kraft Foods