Instructions: Combine milk and poppyseeds in a small bowl; chill 2 hours. Cream butter; gradually add sugar, beating well at medium speed. Combine flour, baking powder, and salt; add to creamed mixture alternately with milk mixture, beginning and ending with flour mixture. Mix well after each addition.

Stir in vanilla. Beat egg whites at high speed until stiff peaks form.

Gently gold into creamed mixture. Pour batter into 3 greased and floured 8-inch round pans. Bake at 350F for 20-25 minutes or until wooden pick inserted in the center comes out clean. Let cool in pans for 10 minutes; remove from pans, and let cool completely on wire racks. Spread filling between layers. The Filling: Combine sugar, cornstarch, flour, and salt in a medium saucepan. Stir well. Combine in another bowl, the milk and egg yolks; gradually add to sugar mixture, stirring well. Bring to a boil over medium heat, stirring constantly. Remove from heat and stir in walnuts and vanilla. Let cool completely before filling between cake layers. The

Frosting: Beat cream cheese and butter at medium speed until well blended.

Gradually add sugar, beating until light and fluffy. Stir in vanilla.

Place frosting on top and sides of cake.

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