Make the candy clay first, melt the chocolate in the microwave by heating for 30 seconds then stirring and repeating process until it is melted and smooth.

Stir in the corn syrup until well mixed. Mixture will be grainy.

Pour the mixture onto plastic wrap and allow to set for several hours (until firm).

Break off small pieces of the candy clay mixture and knead to soften.

Form each into a flattened cube 3/4" x 3/4" x 1/4" tall.

To each of these we will attach ears at the top and using a toothpick we will carve in the mouth and nostril area.

Also place the candy eyes and press in place.

Allow the heads to set for 30 minutes.

Store the remaining candy clay by sealing in a zippered bag and refrigerating.

Bake the cupcakes according to the box directions. Then allow to cool.

Cream the butter and vanilla in a large bowl

Slowly add in the powdered sugar, and milk as needed, until everything is incorporated and frosting is the right consistency.

Beat for 5 minutes to make sure it is fluffy.

Ice the cupcakes then decorate the tops with sheep heads and mini marshmallows to represent wool.