1 c. flour
1 stick butter
1 (8 oz.) pkg. cream cheese
2/3 c. sugar
1 lg. pkg. Cool Whip
2 sm. pkg. chocolate pudding
2 1/2 c. milk

Mix flour and butter and pat in bottom of 9 x 13 pan. Bake at 350 degrees for 10 minutes. Beat cream cheese with 2/3 c. sugar and 1/2 large package Cool Whip. Spread over cool crust. Beat 2 small packages chocolate pudding with 2 1/2 cups milk, beat until thick. Spread over cheese topping. Spread rest of Cool Whip on top. Top with nuts or cherries if you wish.