1 c. flour
1 stick butter, softened
1 c. chopped pecans
8 oz. cream cheese, softened
1 c. powdered sugar
1 lg. Cool Whip
2 pkgs. (small) instant chocolate pudding
3 c. milk

Mix flour, butter, and pecans; spread over bottom of 9x13 inch glass pan. Bake 10-15 minutes at 300 degrees. Cool.

To softened cream cheese, add powdered sugar, 1 cup Cool Whip, and a little milk (if needed); spread over top of baked flour mixture.

Add 3 cups milk to 2 packages of pudding. Mix and pour over cheese- sugar mixture. Spread rest of Cool Whip on top and sprinkle with more pecans (if desired). Refrigerate at least 3-4 hours before serving.