CRUST:

1 1/2 c. flour
1 1/2 stick butter
1 c. pecans

1 (8 oz.) cream cheese
1/4 c. sugar
2 tbsp. milk
3 c. Cool Whip
2 sm. pkg. instant chocolate pudding
3 1/2 c. milk

Melt butter, mix with flour and chopped pecans. This will be thick. Press into a pan, 9 x 13. Bake at 350 degrees, 20 to 25 minutes.

Beat the cream cheese, sugar, and 2 tablespoons milk together until smooth. (Cream cheese needs to be soft.)

Mix 1 1/2 cups Cool Whip into the cream cheese, sugar and milk, and spread over the crust.

Mix 3 1/2 cups of milk to the pudding and spread over the cream cheese. Chill several hours.

Spread 1 1/2 cups of Cool Whip over the top of all of it before you serve.