- Mix flour, sugar and butter and beat until smooth and creamy. Cover a 9 by 13 inch pie pan. Bake at 350 F until brown, about 10 minutes. Cool completely, Spread cool whip onto cool crust. Soften cheese and mix with pudding and milk. Spread on top of cool whip and refrigerate for 15 minutes. Top with cool whip and sprinkle with chopped nuts.