Heat oven to 350. Grease and flour bottom only of 13 x 9 inch baking pan. In large bowl, combine all crust ingredients at medium speed until well blended. Spread evenly in greased and floured pan. Bake at 350 for 20-25 minutes. DO NOT OVERBAKE. Cool.
In small bowl, combine peanut butter, and powdered sugar at low speed until crumbly; set aside. In large bowl, beat cream cheese until smooth. Add milk, whipping topping and pudding mix; beat at low speed 2 minutes until well blended. Pour half of cream cheese mixture over cooled, baked crust.
Sprinkle with half of peanut butter mixture. Repeat with remaining cream cheese and peanut butter mixtures. Sprinkle with 1/2 cy of peanuts; gently press into filling. Sprinkle with grated chocolate. Cover; refrigerate or freeze until serving time. If frozen, let stand at room temperature for 15 minutes before serving. Store in refrigerator or freezer.