1ST LAYER, CRUST:

1 1/4 sticks butter
1 1/4 c. flour
1 tbsp. sugar

Mix together with fingers and spread in bottom of 9 x 13 inch pan. Bake until done (approximately 15 to 20 minutes until crust like) at 350 degrees. Let cool completely.

2ND LAYER:

1 (8 oz.) pkg. cream cheese
1 c. sugar
1 c. Cool Whip

Beat cream cheese and sugar together until creamy. Fold in 1 cup of Cool Whip. Spread this over the crust.

3RD LAYER:

2 pkgs. instant chocolate pudding mix
3 1/2 c. milk

Beat together until creamy and pudding like. Then place this on top of the cream cheese mixture. Spread more Cool Whip on top of this layer.

OPTIONAL: Sprinkle with nuts on top. Let set in refrigerator until it gets hard enough to cut.