1/2 lb. butter
2 tbsp. sugar
2 c. flour
1 (8 oz.) pkg. cream cheese
1 c. powdered sugar
2 pkgs. My-T-Fine lemon pudding
1/2 pt. heavy cream
3 tbsp. sugar
COOL WHIP

Mix first three (3) ingredients together. Press into 9 x 13 inch pan, prick with fork. Bake at 350 degrees for 20 minutes. Let crust cool. Mix cream cheese and powdered sugar together. Spread evenly on top of crust. Cook pudding according to the package directions, but cool. Beat heavy cream and sugar, fold into cooled pudding. Spread over cream cheese mixture. Top with COOL WHIP. Refrigerate 2 hours.