1 1/2 c. plain flour
1 1/2 stick butter
2/3 c. chopped nuts

Combine flour, butter and nuts. Press into 9 x 13 inch dish. Bake at 350 degrees for 20 minutes.

FILLING #1
8 oz. cream cheese
1 c. confectioners' sugar
1/2 c. Cool Whip

Beat until smooth. Spread on top of crust (cooled).

FILLING #2
3 c. cold milk
2 sm. pkg. instant pudding (your choice)

Beat until thick. Spread on top of layer #1. Top with remaining Cool Whip and chill until served. Garnish with chopped nuts/cherries.