1 c. flour
1 stick melted butter
1 c. chopped pecans

Mix together and spread in bottom of 10 inch spring form pan. Bake 15 minutes at 300 degrees; cool.

STEP #2:
8 oz. cream cheese, softened
1 c. powdered sugar
1 c. Cool Whip (from lg. size)

Mix cream cheese and sugar; fold in Cool Whip. Spread over crust.

STEP 3:
2 pkgs. butterscotch instant pudding
3 c. milk

Follow directions on package, using the 3 cups of milk. Spread over cream cheese mixture. Take remainder of Cool Whip and spread over top. Chill at least 4 hours. Sprinkle with chopped nuts and decorate.