1 c. flour
1 stick butter
2 tbsp. sugar
1/2 c. chopped pecans

Mix like pie crust and pat into 9 x 13 inch pan. Bake in 350 degree oven about 25 minutes. Cool.

LAYER 2:
1 (8 oz.) pkg. cream cheese, softened
1 c. powdered sugar
1 c. Cool Whip

Spread this mixture onto cooled crust.

LAYER 3:
3 c. milk
2 boxes butterscotch pudding (not instant)

Mix and cook as directed on box. When completely cool, spread onto 2nd layer. Top with Cool Whip. Can also use other flavors of pudding.