1 1/2 c. flour
1 1/2 sticks butter
1/2 c. chopped walnuts
8 oz. cream cheese (not soft)
1 c. powdered sugar
1 c. Cool Whip

Mix first 3 ingredients together like pie dough. Pat in 9x13 pan. Bake at 350 degrees for 20-25 minutes. Beat together cream cheese and powdered sugar; add Cool Whip. Spread on cooled crust.

Mix 3 small packages instant butterscotch pudding with 4 cups milk. Beat as directed on package. Spread on top of cream cheese mixture. Top with Cool Whip (12 ounce container minus the 1 cup used in cream cheese mixture). Sprinkle with chopped walnuts. Refrigerate.