Witch Cake

• 1 pkg. (2-layer size) yellow cake mix
• 1 pkg. (4-serving size) JELL-O Vanilla Flavor Instant Pudding
• 1 pkg. (8 oz.) PHILADELPHIA Cream Cheese, softened
• 1/4 cup (1/2 stick) butter, softened
• 1 tsp. vanilla
• 8 drops green food coloring
• 1 pkg. (16 oz.) powdered sugar, sifted (4 to 4-1/2 cups)
• 1 tube (0.75 oz.) black decorating gel
• 12 OREO Cookies, divided
• 3 JET-PUFFED Miniature Marshmallows
• 4 pieces black string licorice (2 inches each)

1. Prepare cake batter as directed on package.
2. Add dry pudding mix; mix well.
3. Spoon evenly into 24 paper-lined medium muffin cups.
4. Bake as directed on package for cupcakes.
5. Remove to wire racks; cool completely.
6. Beat cream cheese, butter, vanilla and food coloring in medium bowl with electric mixer on medium speed until well blended.
7. Gradually add sugar, beating well after each addition.
8. Arrange cupcakes on large serving platter or tray to resemble a witch's head; spread with frosting.
9. Use decorating gel to outline the mouth and hat on the cupcakes.
10. Finely crush 11 of the cookies; sprinkle inside mouth and hat.
11. Cut remaining cookie crosswise in half; place on cupcakes for eyes.
12. Arrange marshmallows in mouth for the teeth.
13. Add licorice for the eyebrows and nose.
14. Store in refrigerator.

yellow cake, philadelphia cream cheese, butter, vanilla, coloring, powdered sugar, black decorating gel, oreo cookies, jetpuffed miniature marshmallows, black string licorice

Taken from www.kraftrecipes.com/recipes/witch-cake-107417.aspx (may not work)