FIRST LAYER:

1 1/2 sticks butter
2 tbsp. sugar
1 1/2 c. flour

Mix and pat in bottom of a 9x13-inch pan. Bake 25 minutes in a 325 degree oven and cool.

SECOND LAYER:

8 oz. pkg. cream cheese
1 c. powdered sugar

Cream and fold in 1 cup Cool Whip. Spread on cool crust.

THIRD LAYER:

1 sm. pkg. vanilla instant pudding
2 sm. pkgs. instant fudge pudding

Mix with 4 1/2 cups milk. Beat until thick and spread on top of second layer. Top with remainder of Cool Whip. Grate chocolate on top. Keep under refrigeration until used.