1 c. chopped pecans
1 c. butter
1 c. flour
1/8 c. powdered sugar

Mix and put in 9x13 pan. Bake 350 degrees for 15 minutes. Cool.

FIRST LAYER:

1 (8 oz.) pkg. cream cheese, softened
1 c. powdered sugar
1 1/2 c. Cool Whip (at least 8 oz.)

Mix this and spread on crust.

SECOND LAYER:

3 (3 oz.) pkgs. lemon instant pudding
4 c. milk
Lemon flavoring

Mix until thick. Spread over 2nd layer. Allow to set 15 minutes. Spread remaining Cool Whip on top of lemon mixture. Sprinkle with chopped pecans. Chill until ready to serve. Can be made day ahead.