CRUST:

1 c. flour
1 stick butter, room temp.
1 c. chopped nuts (not too fine)

FILLING:

1 (8 oz.) pkg. cream cheese
1 c. powdered sugar
1 c. Cool Whip

PUDDING:

2 pkgs. instant pudding (any flavor)
3 c. milk

CRUST: Mix well with fork. Put in 9"x13" pan. Press down. Bake at 350 degrees for 25 minutes. Cool completely.

FILLING: Mix together with spoon until smooth, take 1 cup Cool Whip out of 8 ounce container. Mix well with cream cheese and powdered sugar. Put on top of cooled crust.

PUDDING: In bowl, mix until thick. Pour on top of cheese mixture. Refrigerate until set, then put on remaining Cool Whip on top. Garnish with nuts, cherries or whatever you desire.