1 c. pecans
2 c. flour
2 sticks butter

STEP 2:
8 oz. cream cheese
1 c. powdered sugar
1 c. Cool Whip

STEP 3:
2 sm. pkgs. instant butterscotch pudding
3 c. cold milk

STEP 4:
1 lg. Cool Whip
1 1/2 c. walnuts

Step 1: Melt butter in 9x13x2 inch pan. Mix flour and pecans. Spread in the pan to make a crust. Bake at 400 degrees until light brown. Let cool.

Step 2: Soften cream cheese and mix with powdered sugar. Fold in Cool Whip and spread over crust. Refrigerate until cold.

Step 3: Whip pudding and milk until thick, then spread over cream cheese mixture.

Step 4: Top with Cool Whip and chopped walnuts.