1 1/2 c. flour
1 1/2 c. butter
1 c. walnuts, chopped

Combine and mix like pie crust, put in bottom of 9 x 13 inch pan. Bake 15-25 minutes (or until lightly browned) at 350 degrees. Cool completely.

SECOND LAYER:

1 (8 oz.) pkg. cream cheese, room temperature
1 c. powdered sugar
1 1/2 c. Cool Whip

Mix thoroughly. Add to 1st layer.

THIRD LAYER:

2 pkg. butterscotch instant pudding mix
3 c. milk

Beat with mixer. Add to 2nd layer.

FOURTH LAYER:

Cover with 8 to 12 ounces of Cool Whip.

May use chocolate or lemon pudding instead of butterscotch. My dad's favorite dessert even better than ice cream he claims!