1 1/2 c. flour
1 1/2 sticks butter, melted

Mix together and put into a 13 x 9 inch pan. Bake at 350 degrees for 15-20 minutes. Let cool completely.

1 1/2 c. confectioners' sugar
12 oz. Philadelphia cream cheese
1 1/2 c. Cool Whip

Mix together and spread over cooled pastry. Cool until becomes firm.

Mix 2 packages of butterscotch instant pudding with 3 cups cold milk. Spread over cream cheese layer and refrigerator until firm. Spread rest of Cool Whip over top. Sprinkle with chopped nuts. Refrigerate until ready to serve.