2 c flour
3/4 c. butter
3/4 c. pecans, chopped

Combine flour and chopped pecans. Cut in butter until dough sticks together in crumbles. Press lightly into oiled 13 x 9 inch cake pan. Bake in preheated 350 degree oven for approximately 15 minutes, or until golden brown. Cool.

SECOND LAYER:

1 c. Cool Whip
1 (8 oz.) pkg. cream cheese
1 c. powdered sugar

Meanwhile, blend on medium speed of mixer, ingredients of second layer until creamy and smooth. Spread this layer on cooled crust.

THIRD LAYER:

2 boxes (sm. size) instant pudding in chocolate flavor, or flavor of your choice
2 1/2 c. milk

Mix pudding layer with mixer or by hand until smooth and thickened. Spread over cream cheese layer. Top with lots of Cool Whip, sprinkle with nuts, and try not to eat TOO mush!

Note: Save extra nuts for top, and purchase more than 1 cup Cool Whip, also for top.