1 stick butter, softened
1 c. flour
1 (8 oz.) pkg. cream cheese
1 c. Cool Whip
1 c. powdered sugar
2 small boxes instant pudding (lemon or any other kind)
3 c. milk
nuts (for topping), crushed

Mix butter with flour. Pat into a 9 x 13-inch glass pan.

Bake at 350°F for 12 to 15 minutes, then cool.

Put cream cheese, Cool Whip and powdered sugar into bowl and mix. Spread over cooled crust.

Mix pudding and milk until thickened. Spread over cream cheese mixture. Top with Cool Whip and nuts. Refrigerate.