1 1/2 c. flour
1 1/4 sticks butter
1/2 c. chopped nuts

Mix well and pat into a 13 x 9 inch pan. Bake at 350 degrees for 20 minutes; let cool completely.

2nd Layer:
8 oz. pkg. cream cheese, softened
1 c. powdered sugar
1 1/2 to 2 c. Cool Whip

Mix softened cream cheese and powdered sugar and Cool Whip. Spread over first layer.

3rd Layer:
4 oz. butterscotch INSTANT pudding
4 oz. chocolate INSTANT pudding

Combine DRY pudding mixes and 3 cups cold milk. Mix for 2 minutes; then let set for 10 minutes. Spread over cream cheese layer. Add whipped cream on top of garnish with shaved chocolate and nuts. Makes 12 good servings.