1 c. flour
1/2 c. chopped pecans or walnuts
1/2 c. butter

Mix together and put in 9x13 inch pan. Bake at 350 for 15 minutes. Cool.

1ST LAYER:

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

Mix well and spread on the cooled base.

2ND LAYER:

1 pkg. instant butterscotch pudding
1 pkg. instant vanilla pudding
3 c. milk
1 tsp. vanilla

Beat until thick and spread on 1st layer.

3RD LAYER:

2 c. Cool Whip

Spread on 2nd layer. Sprinkle with crushed pecans or walnuts.