FIRST STEP:

1 c. flour
2 tbsp. sugar
1/2 stick butter
1/2 c. chopped nuts

Mix until crumbly. Press into a buttered 9x12 inch pan. Make a double batch, if needed. Bake at 350 degrees until light golden brown, about 12 minutes.

SECOND STEP:

1 (8 oz.) pkg. cream cheese, softened
2 c. Cool Whip
1 c. powdered sugar

Mix together with an electric mixer. Spread mixture evenly onto a cooled crust. Refrigerate until firm.

THIRD STEP:

Mix 2 small packages chocolate instant pudding with 3 cups milk until thickened. Spread evenly over cream cheese mixture and refrigerate. When chocolate layer is firm, spread a room temperature layer of Cool Whip over the chocolate layer. Sprinkle with chopped nuts and shaved chocolate. Refrigerate until ready to serve.

VARIATION: Decrease milk to 2 1/2 cups and add 1/2 cup Kahlua.