This Halloween, watch what you eat in case what you eat is watching you.

Close encounters of the sweet kind are coming soon to a kitchen near you. Though you might expect frosted cupcakes to have sugary personalities, don't be fooled. These desserts have a dark side, which we've coaxed out with common candies. In fact, candy stores are breeding grounds for tasty but gruesome goodies. Find out how licorice, marshmallows, gumdrops, and more can mutate into sharp fangs, bulbous eyes, and other freaky features. Just don't turn your back on the finished cupcakes; they've got some sneaky tricks up their sleeves -- er, liners.

Creepcake How-To
Each design starts as chocolate or vanilla cupcakes iced with Swiss Meringue Buttercream.

For "spider" creepcakes, make cupcake recipe (above) pouring batter into 2 1/2 mini muffin tins with paper liners. Ice mini cupcakes with vanilla buttercream and coat icing with black sanding sugar. Use cinnamon candy for eyes. For legs, attach 8 pieces of black licorice. For fangs, cut out tiny cone shapes from a marshmallow and attach.

For "tentacle alien" creepcake, spread cupcake with a thin layer of buttercream tinted with a few drops of green food coloring. Cut strips of green taffy and attach around top of cupcake. For eye, slice a yellow gumdrop in half and press into top of cupcake. A piece of black licorice attached in front the gumdrop completes the creepy gaze.

For "big-eyed alien" creepcake, spread cupcake with a thin layer of buttercream tinted with a few drops of green food coloring. For small eye, attach a mini marshmallow and create pupil by painting on melted chocolate (microwave 1/2 cup chocolate chips for 1 minute). For large eye, push chocolate chip, tip down, into regular size marshmallow, then cut gummy tape for an eyelid. For teeth, place 5 mini marshamallows along the bottom of cupcake.

For "mummy" creepcake, spread cupcake with a thin layer of buttercream. Add jelly beans dotted with melted chocolate for eyes and red gummy candy for mouth. Using a ribbon tip (such as Ateco #44), pipe bands of buttercream.

For "brain" creepcake, use a medium round tip (such as Ateco #12) to pipe a mound of Vanilla Meringue Buttercream in the center of cupcake, then outline and pipe a brain design over it.

Decorating Techniques
To decorate, use marshmallows and candy-coated chocolates for whites of eyes; jelly beans or gumdrops for peepers with an eerie glow. For pupils, paint on melted chocolate (microwave 1/2 cup chocolate chips for 1 minute). Or use candies whole: candy-coated chocolates will stick to marshmallows sliced to expose their stickiness; for our aliens' eyes, we pushed chocolate chips, tip down, into marshmallows, then made a hole in the other side with a toothpick and inserted a licorice lace. Cut gummy tape for an eyelid. Sandwiched between halved gumdrops, marshmallows form a toothy grin; snip irregular pieces for fangs. Bend licorice or gummy rings into grimaces, or cut taffy tape for a tongue or tentacles.

Try These Toppings
marshmallows
licorice and jelly bean
gummy ring
taffy tape
gumdrops and marshmallows
marshmallows with licorice and mini chocolate chips
jelly beans with melted chocolate
marshmallows and candy-coated chocolates or melted chocolate
marshmallows with candy-coated chocolate or gummy tape and licorice drops
licorice with gumdrops or marshmallows

Resources
Black sanding sugar (#601344), $1.99 for 4 oz., from Sweet Celebrations, 800-328-6722 or www.sweetc.com. Candies from Dylan's Candy Bar, 646-735-0078 or www.dylanscandybar.com.