1 c. flour
1 stick soft butter
1/2 c. ground walnuts
1 tbsp. sugar
8 oz. softened cream cheese
1 c. powdered sugar
12 oz. Cool Whip
3 c. milk
2 sm. instant pudding, chocolate fudge or any flavor

Bottom Layer: Mix together flour, butter, walnuts and sugar. Put into a slightly greased 9x13 pan. Bake at 350 for 15 minutes. Cool, then put in freezer for 10 minutes.

Middle Layer: Beat together cream cheese, powdered sugar; then fold in 1 cup Cool Whip. Spread on bottom layer.

Top Layer: Beat together pudding and 3 cups milk according to package directions. Spread over middle layer. Then top with remaining Cool Whip. Keep this cake refrigerated.