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PREPARE cake batter and bake as directed on package for 24 cupcakes; cool completely.
MEANWHILE, cook 1 cup marshmallows, chocolate and milk in large saucepan on low heat until marshmallows and chocolate are completely melted and mixture is well blended, stirring constantly. Pour into large bowl; cool 30 min.
WHISK COOL WHIP into marshmallow mixture; spread onto cupcakes. Top with remaining marshmallows and cocoa powder. Keep refrigerated.