Frosting: In a saucepan, melt chips and butter over medium heat; stir in cream. Remove from the heat; stir in confectioners' sugar. Chill for at least 1 hour or until completely cooled. Beat with electric mixer to achieve spreadable consistency.

Cake: In a large mixing bowl, cream butter and sugar. Add eggs, one at a time, beating well after each. Beat in vanilla. Whisk cocoa and water until smooth. Combine flour, baking soda, baking powder and salt; add to creamed mixture alternately with cocoa mixture. Beat until smooth.

Pour into three greased and floured 9-in. round baking pans. Bake at 350 degrees F for 25-30 minutes or until a toothpick comes out clean. Cool for 10 minutes; remove from pans to wire racks.

Filling: In a mixing bowl, beat cream, confectioners' sugar and vanilla on high speed until soft peaks form. Chill until firm.

Spread half of the filling over one cake layer; top with second layer and remaining filling. Top with third layer; frost top and sides of cake. Chill for 2 hours before cutting.