CRUST:

1 stick butter
1 c. flour
1 c. nuts, chopped

Mix and press into 9 x 13 inch pan or dish. Bake 15 minutes at 350 degrees. Cool.

FIRST FILLING:

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

Mix and spread over crust, chill.

SECOND FILLING:

2 pkgs. butterscotch pudding (or any flavor)
3 c. milk

Mix and pour over first filling.

TOPPING:

Top with remainder of a medium sized Cool Whip. Sprinkle with chopped nuts. Cool for several hours.