2 (4 oz.) pkgs. reg. butterscotch pudding mix (not instant)
3 c. milk
1/2 c. butter
1 c. flour
1/2 c. finely chopped pecans
1 (8 oz.) pkg. cream cheese
1 c. powdered sugar
1 (8 or 9 oz.) carton Cool Whip or LeCreme topping

Prepare pudding mix with 3 cups milk, follow package instructions. Turn in bowl and cool completely. Cut butter and flour with pastry blender as for pie crust. Stir in nuts. Press mix into 9 x 13 inch pan. Bake at 350 degrees for 15 minutes. Cool thoroughly.

Beat cheese with sugar until light and fluffy. Fold in 1 cup whipped topping. Spread over cooked crust. Spoon cooled pudding over cheese layer. Cover with remaining whipped topping. Decorate with chopped nuts or cherries, if desired. Refrigerate.