1 c. flour
2 tbsp. sugar
1 stick butter, softened
8 oz. softened cream cheese
1 c. powdered sugar
9 oz. Cool Whip
2 sm. pkgs. chocolate instant pudding
3 c. milk

Mix flour, sugar and butter and spread on oblong cake pan for crust. Bake 10-15 minutes at 375 degrees. Cool.

Blend cream cheese, powdered sugar and half of Cool Whip. Spread on crust. Blend pudding and milk, spread over previous mixture on crust. Top with remaining Cool Whip. Keep refrigerated.