1 c. butter
2 c. flour
Lg. pkg. cream cheese
1 c. powdered sugar
1 c. Cool Whip
2 pkg. instant pudding, any kind
3 c. milk

Mix flour and butter. Press into 9 x 13 inch pan. Bake at 350 degrees; brown very lightly; cool crust.

Mix large package cream cheese and powdered sugar together. Mix 2 packages instant pudding (any kind) and 3 cups milk. Beat until thick. Put on cream cheese mixture. Then put on pudding mixture. Top with Cool Whip.