2 c. all-purpose flour
1 c. (2 sticks) butter
2 tbsp. sugar
2 (8 oz. ea.) pkgs. cream cheese
1 c. powdered sugar
1 large Cool Whip
2 small instant vanilla pudding
1/2 c. milk
1 tsp. pumpkin spice
2 c. pumpkin
nuts (optional)

Mix flour, butter and sugar. Pat in bottom of 9x13-inch pan.

Bake 350°F for 15 minutes. Cool.

Mix cream cheese, powdered sugar and 1/2 cup of Cool Whip. Put this layer on top of crust. Mix pudding, milk, pumpkin and spice. Blend well and put on top of cream cheese layer. Top with remaining Cool Whip and top with nuts, if desired.

Refrigerate until it sets.