Crust:

2 c. flour
1 c. butter
2 tsp. sugar

Filling:

1 12-oz. Cool Whip
1 8-oz. cream cheese
1 c. powdered sugar
3 c. milk
2 pkg. (3 1/2 oz) instant chocolate pudding

Mix crust. Place in 9 x 13 pan.

Bake at 350°F for 10-15 mins. Cool completely. In a bowl, mix together cream cheese, powdered sugar and 2 cups of Cool Whip. When blended, spread on crust. Mix together in bowl, pudding mix and milk. Spread on second layer. Place remaining Cool Whip on top layer. Refrigerate.