1 c. flour
1 stick butter
1/2 c. chopped nuts
1 c. powdered sugar
8 oz. pkg. cream cheese
2 c. Cool Whip
2 sm. boxes butterscotch instant pudding
3 c. cold milk

Beat flour and butter; add nuts. Spread in 13 x 9 pan. Bake at 350 degrees for 20 minutes. Cool completely. For second layer, whip sugar and cheese together; fold in Cool Whip. Spread over first layer. Beat together pudding and cold milk to thicken; spread over second layer. Spread 2 cups of Cool Whip over third layer. Sprinkle with nuts. Refrigerate.