LAYER 1:

2/3 c. brown sugar, packed
2 c. flour
2 sticks melted butter
2 c. chopped pecans

Mix and spread in greased and floured 17 x 10 1/2 x 1 inch baking pan. Bake 15 minutes at 300 degrees. Let cool.

LAYER 2:

1 c. powdered sugar
8 oz. cream cheese, softened
1/2 c. Cool Whip from 9 oz. container

Combine and cream sugar, cream cheese and Cool Whip. Spread on cooled crust.

LAYER 3:

2 (3 oz.) pkg. instant butterscotch or chocolate pudding
3 c. milk

Mix pudding and milk as directed on package. Spread on cheese mixture. Top with remaining Cool Whip and sprinkle with chopped nuts. Chill. Enjoy.