1 1/2 sticks butter
1 1/2 c. flour
1 c. chopped walnuts or pecans

Mix well and press in 9x13x2 inch pan. Bake at 350 degrees for 15-20 minutes. Cool.

Cream 12 oz. package cream cheese with 1 1/2 cup powdered sugar. Add 1 1/2 cup Cool Whip. Spread on cooled crust. Mix 2 packages butterscotch pudding with 3 cups milk. Cook according to directions. Cool and spread on top of cream cheese mixture.

Top with Cool Whip. Take about 1 1/2 cartons of large size Cool Whip. This is real good with strawberries and glaze.