1 stick butter
1 c. flour
1 c. finely chopped nuts
1 (8 oz.) pkg. cream cheese
2 sm. cartons whipped topping
1 c. powdered sugar
2 (3 oz.) pkgs. instant chocolate pudding
3 c. milk

Mix butter, flour, and cup of nuts until crumbly. Spread in 9 x 13 inch pan. Bake at 350 degrees for 25 minutes. Cool. Beat cream cheese, 1 carton whipped topping, and powdered sugar until creamy. Pour on top of cooled crust. Mix pudding and milk together. Pour on above mixture. Top with carton whipped topping and nuts (chopped) or shredded chocolate, if desired. Refrigerate for several hours before serving.