1 stick butter
1 c. flour
1 c. nuts, chopped
1 (8 oz.) pkg. cream cheese
1 c. powdered sugar
1 lg. Cool Whip
2 sm. boxes instant vanilla pudding
3 c. milk
1 lg. can cherry pie filling

Melt butter and combine with flour and nuts. Spread in 9 x 13 inch pan. Bake at 350 degrees for 15 minutes.

Blend; cream cheese, powdered sugar and approximately 1/2 of the Cool Whip. Spread on cooled crust.

Mix pudding with milk; spread over cream cheese mixture.

Spread cherry pie filling, then top with remaining Cool Whip. (Sprinkle with nuts - optional) .