1 c. all-purpose flour
2 tbsp. sugar
1 c. (2 sticks) butter
1/2 c nuts, chopped
1 c. powdered sugar
1 (8 oz.) pkg. cream cheese
1 (3 oz.) pkg. cream cheese
1 c. Cool Whip
3 reg. pkgs. instant vanilla pudding
4 1/2 c. milk

Mix flour, sugar and butter and beat until smooth and creamy. Fill into 9x13-inch pie pan. Bake at 350°F until brown, about 10 minutes. Chill.

Spread Cool Whip into crust. Soften cheese and mix with pudding and milk. Mix well. Chill. Top with more Cool Whip and then chopped nuts, if desired.