1

Preheat oven to 325 degrees. Grease and dust with powdered sugar three 9" cake pans.

2

In a double boiler, melt candy bars with 1 stick butter. Remove from heat and let cool.

3

Cream remaining 2 sticks of butter with the sugar. Add beaten eggs and cooled chocolate mixture.

4

Sift flour and baking soda together. Alternately add flour and buttermilk to the batter, blending well. Add vanilla and nuts.

5

Pour into three cake pans. Bake 30-45 minutes, until toothpick inserted in the center comes out clean.

6

To prepare frosting: Combine sugar and evaporated milk. Cook to a soft-ball stage. Remove from heat and add butter, marshmallow cream and chocolate chips, stirring until all have melted. Add pecans.

7

Frost as a three layer cake.