1 c. flour
1/2 c. melted butter
1/4 c. brown sugar, packed
2 sm. pkg. butterscotch pudding
3 c. milk
1 (8 oz.) pkg. cream cheese
1 (16 oz.) bowl Cool Whip
1 (8 oz.) bowl Cool Whip
1/2 c. chopped pecans or walnuts

Mix flour, melted butter and brown sugar and press into a 13 x 9 x 2-inch pan. Bake at 375 degrees until light brown, then cool.

Cook butterscotch pudding with the milk and cool. When these 2 mixtures have cooled, cream the cream cheese until fluffy, then fold in both bowls of Cool Whip. Spread half this mixture onto crust, then spread on the pudding and add remaining cream cheese/Cool Whip mixture. Sprinkle generously with nuts. Chill.

It is best served at least 1 day later.