1 3/4 c. plain flour
1 3/4 sticks butter, softened
1 c. nuts, pecans or walnuts
2 (8 oz.) pkgs. Philadelphia cream cheese
1 1/4 c. powdered sugar, sifted
3 c. Cool Whip
2 (3 oz.) pkgs. milk chocolate pudding mix
3 c. sweet milk

Layer one: In large bowl combine flour, butter and nuts. Mix well and pour into an ungreased baking dish and bake at 350 degrees for about 25 minutes or until golden brown. Let cool completely.

Layer two: In large bowl combine cream cheese, powdered sugar and Cool Whip (2 cups). Spread on top of cooled flour layer.

Layer three: In medium bowl mix milk chocolate pudding mix and sweet milk and let set. Then spread on top of cream cheese mixture. Chill.

Layer four: Spread 1 cup of Cool Whip on top of pudding mixture. Chill until you are ready to serve.