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

Combine and pat into 13x9 inch pan. Bake at 350 degrees for 12-15 minutes. Cool.

Combine: 1 c. powdered sugar 4 oz. Cool Whip

Spread over crust.

Combine 2 large boxes instant chocolate pudding with 4 1/2 cups milk. Beat until thick and spread over cream cheese mixture.

Add 1/2 teaspoon vanilla to 9 ounce Cool Whip and spread over set pudding. Chill. Nuts are optional and any flavor of pudding may be used.