CRUST:

1 1/4 c. flour
1 1/4 stick butter
2/3 c. pecans or walnuts, chopped very fine

Pat in the bottom of 9x13 pan. Bake at 350 degrees for 30 minutes. Watch carefully that it does not brown. Cool.

FIRST LAYER:

8 oz. cream cheese
1 c. powdered sugar

Fold in 1/2 carton of large Cool Whip. Pat into crust being careful not to disturb the crust.

SECOND LAYER:

3 c. milk
2 pkgs. sm. instant lemon pudding

Whip until it sets up. Pour over cheese layer.

THIRD LAYER:

Put other half of Cool Whip over all. Refrigerate until time to serve. Can be made a day ahead.

VARIATION: Use 2 small packages chocolate instant pudding instead of lemon. Also, I substituted light cream cheese, light Cool Whip, and used low-fat milk to help the recipe be a little more "heart smart".