1 1/4 c. plain flour
1/2 c. softened butter
1 c. chopped nuts
1 c. powdered sugar
2 tubs Cool Whip
1 (8 oz.) pkg. cream cheese
2 sm. pkg. butterscotch instant pudding
3 c. milk

FIRST LAYER: In a bowl, combine butter, flour, 1/2 cup nuts. Press out in 9x13 inch pan. Bake 15 to 20 minutes at 350 degrees.

SECOND LAYER: While first layer is baking, combine 1 (8 oz.) cream cheese, 1 tub Cool Whip, and powdered sugar. Mix until smooth. Put on top of first layer.

THIRD LAYER: Mix 2 packages of pudding and 3 cups milk. Mix until thick. Will thicken more after it sits. Put on top of second layer.

FOURTH LAYER: Put 1 tub of Cool Whip and top with the rest of nuts. Put on top of third layer.

Set in refrigerator for at least 1 hour or whenever ready to serve. Have fun.