1 c. butter
2 c. flour
1 pkg. (8 oz.) cream cheese, softened
1 c. powdered sugar
1 carton (8 oz.) Cool Whip, thawed, divided
3 c. cold milk
2 packages (3.4 oz. each) instant lemon pudding

In bowl, cut butter into the flour until crumbly. Press into ungreased 9 x 13 pan.

Bake at 350°F for 18 to 22 minutes. Cool. In mixing bowl, beat cream cheese and sugar till smooth. Fold in 1 cup Cool Whip. Spread over crust. In small mixer bowl, beat pudding and milk on low speed 2 minutes. Carefully spread over the cream cheese layer. Top with remaining whipped topping. Refrigerate at least 1 hour.

Yield 12 to 16 servings.