Walnut-Praline Cake with Cream Cheese Frosting

1 pkg. (6 oz.) PLANTERS Walnuts , chopped, divided

1 pkg. (2-layer size) white cake mix

1/2 cup granulated sugar

2 Tbsp. water

1 pkg. (8 oz.) PHILADELPHIA Cream Cheese , softened

1/2 cup butter , softened

1 lb. powdered sugar

3 oz. BAKER'S Bittersweet Chocolate , divided

1. Process 2/3 cup nuts in food processor or blender until finely ground. Prepare cake batter as directed on package; stir in ground nuts. Pour into 2 (9-inch) round pans sprayed with cooking spray.

2. Bake 25 min. or until toothpick inserted in centers comes out clean. Cool 10 min. Remove cakes from pans to wire racks; cool completely.

3. Meanwhile, cover baking sheet with foil; spray with cooking spray. Bring granulated sugar and water to boil in small saucepan on medium-high heat; simmer on medium-low heat 5 min. or until deep golden brown, stirring occasionally. Stir in remaining nuts; spread onto prepared baking sheet. Cool completely.

4. Beat cream cheese and butter in large bowl with mixer until blended. Gradually add powdered sugar, beating well after each addition. Melt chocolate as directed on package; cool slightly.

5. Reserve 2 cups frosting. Add 2/3 of the melted chocolate to remaining frosting in bowl; beat until blended. Carefully remove nuts from foil; break into small clusters.

6. Cut each cake layer horizontally in half; stack on plate, spreading chocolate frosting between layers. Frost top and side of cake with reserved plain cream cheese frosting. Sprinkle nuts over top of cake. Drizzle with remaining melted chocolate.

Walnut-Praline Cake with Cream Cheese Frosting

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