CRUST:

1 1/2 c. flour
1 1/2 sticks butter, melted
3/4 c. chopped nuts (optional)

Mix flour, butter, and nuts. Press into 9x13 inch pan. Bake 15 minutes (or until light brown) at 350 degrees; let cool.

FIRST LAYER:

1 (8 oz.) cream cheese, softened
1 c. confectioners' sugar

Mix until creamy. Add 1/2 (9 oz.) Cool Whip. Spread on crust.

SECOND LAYER:

2 sm. pkgs. instant chocolate pudding
3 c. milk

Mix together pudding and milk. Spread on top of first layer.

THIRD LAYER:

Rest of Cool Whip. Nuts and cherries (optional). Keep refrigerated.