1 c. flour
1/2 c. butter
1/2 c. chopped nuts

Mix and pat into 9 x 13 inch pan. Bake at 350 degrees for 10 to 15 minutes (until slightly golden). Whip 1 cup powdered sugar with 1 (8 ounce) package cream cheese. Fold in 2/3 carton (8 ounce) of Cool Whip. Put into crust, cooled. Beat together 2 packages instant chocolate pudding with 2 1/2 cups milk until smooth and thickened. Pour over other mixture. Top with remaining Cool Whip. Decorate as desired. Can be made the night before serving. Serves 14 to 16.