1 stick butter
1/3 c. brown sugar
1 c. plain flour
1 c. chopped nuts (save some for topping)

Mix above ingredients and put into a greased and floured baking dish, 7 1/2 x 11 1/2 inches. Bake at 300 degrees until brown. Cool.

FILLING:

8 oz. cream cheese, at room temperature
1 c. powdered sugar
1 c. Cool Whip

Mix together and spread on cooled crust. Topping: Mix 2 packages instant butterscotch pudding (3 5/8 ounces) with 3 cups of cold milk; spread on top of cream cheese mix. Then use rest of Cool Whip and nuts on top. NOTE: buy large size of Cool Whip.