2 sticks butter, melted in pan
2 c. plain flour
1 c. chopped pecans

Mix with hands in 9 x 13 inch pan and flatten out over pan. Bake at 350 degrees until light brown.

SECOND LAYER:

Cream 1 (8 ounce) cream cheese with 1 cup sugar then fold in 1 (9 ounce) carton Cool Whip; spread on cooled crust; put into refrigerator until third layer is ready.

THIRD LAYER:

3 boxes (small) instant chocolate pudding mix mixed with 4 1/2 cups cold milk until thick

Spread on second layer. Top with 1 (9 ounce) carton Cool Whip. Sprinkle chopped nuts on top if you want to. Keep in refrigerator.