CRUST:

2 c. flour
1/2 c. brown sugar
1 c. butter
1 c. nuts
1 tsp. vanilla

Cream butter and add other ingredients. Pat down in 13x9 inch pan. Bake 12 minutes at 450 degrees. Crumble with a fork while hot and pat down.

FILLING:

1 (8 oz.) cream cheese, softened
1 c. powdered sugar
1 c. Cool Whip

Mix and spread on cool crust:

1 sm. pkg. instant chocolate fudge pudding
3 c. milk

Beat until thick and spread over cheese mixture. Top with Cool Whip and pecans. Chill.