1 stick butter
1 1/2 c. flour
1/2 c. chopped nuts
3 c. milk
2 (4 oz.) chocolate instant pudding
8 oz. cream cheese
1 c. powdered sugar
16 oz. Cool Whip
1/2 c. pecans

Mix together butter, flour, and chopped nuts. Spread into a 9 x 13 pan. Bake at 350 degrees for 15 minutes. Cool.

Mix together cream cheese, powdered sugar, and 1/2 of the container of Cool Whip. Spread this on the first mixture.

Mix together milk and pudding. Spread this on the second layer.

Top with the other 1/2 of the Cool Whip and put pecans on top.