(adapted from disney's family cookbook -- by deanna f. cook -- and the experts at familyfun magazine)

Basic cake: 2 cups sifted cake flour 2 teaspoons baking powder 1/4 teaspoon sal t 1/2 cup unsalted butter or margarine, softened to room temperature 1 cup suga r 3 eggs 1 teaspoon vanilla 3 ounces unsweetened chocolate, melted (optional) 1 /2 cup milk

Frosting and decoration: 3 cups prepared white frosting (tinted with green, yel low, purple or orange food coloring) Tinted coconut (green, yellow, purple or o range), licorice shoe strings (variety of colors), variety of round candies for eyes or spots

Preheat oven to 375 degrees. Line 24 cup muffin tins with paper liners. In a la rge bowl whisk together the cake flour, baking powder and salt. In a stand-alon e mixer or using a handheld electric mixer cream the butter and sugar until lig ht and fluffy. Add the eggs, one at a time, mixing thoroughly after each additi on. Add the vanilla and beat to combine. If making chocolate cake add the coole d, melted chocolate and mix well, then add in milk. Gradually add the flour mix ture into the butter mixture and mix until just combined. Pour the batter into the prepared tins and bake for 20 minutes. Cool completely.

Frost the cupcakes with the tinted frosting and sprinkle with tinted coconut fo r a fuzzy caterpillar. Arrange them in a curving pattern on top of a large cutt ing board or piece of cardboard covered with foil. Snip licorice into short len gths to form antennae and legs. Place round candies for eyes and mouth. If desi red, round candies can be placed on cupcakes for a spotted caterpillar.