2 sticks butter
2 c. flour
1 c. chopped walnuts
1 (8 oz.) pkg. cream cheese
1 c. powdered sugar
1 (16 oz.) Cool Whip, divided
2 sm. boxes instant lemon pudding
3 c. milk

Cut butter into flour until well blended; mix in the chopped walnuts. Pat into a greased 9"x13" cake pan. Bake in a 400 degree oven for 15 to 20 minutes, until light browned; let cool.

Beat the softened (room temperature) cream cheese with the powdered sugar until smooth. Fold in 1 cup Cool Whip. Spread on cooled crust.

Combine the pudding and milk. Beat until smooth and spread over the cream cheese mixture. Frost with the remaining Cool Whip. Refrigerate until ready to serve. Cut into squares.