1 c. all-purpose flour
1/2 c. butter
1 c. pecans, chopped
1 c. confectioners sugar
8 oz. cream cheese, softened
12 oz. Cool Whip
2 boxes butterscotch instant pudding
3 c. milk
1 tsp. vanilla

Mix flour, butter and nuts. Pat into 9 x 13-inch pan.

Bake at 350°F for 20 minutes. Cool. Mix confectioners sugar and cream cheese; fold in half of Cool Whip. Spread over crust. Mix pudding, milk and vanilla until thick. Spread over cream cheese mixture. Top with remaining Cool Whip. Refrigerate before serving.