1 1/2 c. flour
3/4 c. melted butter
1/2 c. chopped nuts (NOT peanuts)
1 (12 oz.) Cool Whip
2 heaping tbsp. confectioners' sugar
8 oz. cream cheese
3 c. milk
2 (3 oz.) instant lemon pudding pie filling

Mix flour, butter, and nuts. Spread in 9x13 inch cake pan. Bake at 350 degrees for 15 minutes.

Mix softened cream cheese, Cool Whip, and sugar. When crust is cool, spread this mixture over crust.

Mix pudding and milk as directed on package, spread over second layer. Top with Cool Whip. Chill until ready to serve.