1

Preheat oven to 350 degrees F. Grease and flour 13x9" pan.

2

Make the Base: In large saucepan over low heat, melt buttter and chocolate, stirring constantly until well blended. Add flour and stir, and then add remaining base ingredients. Mix well. Spread into prepared pan.

3

Make the Filling: In small bowl, combine all filling ingredients excepts nuts and chocolate chips. Beat 1 minute at medium speed until smooth and fluffy; stir in nuts. Spread over base, and sprinkle evenly with chocolate chips.

4

Bake 25-30 minutes, or until toothpick inserted in the center comes out clean. Remove from oven and immediately sprinkle marshmallows on top. Return to the oven and bake an additional 2 minutes.

5

Make the Frosting: In large saucepan over low heat, combine butter, milk, chocolate and cream cheese, stirring until blended. Remove from heat; stir in powdered sugar and vanilla until smooth. Pour over marshmallows and lightly swirl to marble with a knife.

6

Refrigerate until firm. Cut into bars.