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Set cream cheese out to room temp. Also defrost Cool Whip.
Mix butter, chopped nuts and flour together. Pat into a 9x13 pan. Bake in oven at 350' for 20 minutes. Cool.
Mix cream cheese, with 8(ounces) of the cool whip and powder sugar together with electric beater. Spread over crust after crust is cool to the touch.
Mix pudding and milk, beat for 3 minutes. Put this on top of cream chees mixture. Top with remaining cool whip.
Garnish with chopped nuts if so desired. Can substitute chocolate, banana, coconut, raspberry or any flavor and variation of fresh fruit.