1 stick butter
1 c. flour
1/2 c. nuts
1 (8 oz.) pkg. cream cheese
1 c. confectioners' sugar
1 c. Cool Whip
3 c. cold milk
2 boxes instant butterscotch pudding
1 tsp. vanilla
1 c. Cool Whip

Melt butter in dish, then put flour and nuts in and spread evenly in dish. Bake at 350 degrees for 15 minutes. When cool, add mixture of cream cheese, confectioners' sugar, and Cool Whip. Spread on baked layer.

Mix pudding, milk, and vanilla. Spread on top. When all is set, spread Cool Whip over top and sprinkle with nuts. (Chocolate pudding may be substituted for butterscotch pudding.)