Beat butter, cream cheese and sugar until light and fluffy. Beat in eggs one at a time. Stir in vanilla. Mix in the dry ingredients and stir until well blended.

Spread batter evenly in a greased 13x9x2 pan. Bake at 325°F for 35-40 minutes, or until a knife inserted in the middle has just a few crumbs attached (do not overcook!) Set aside while you make the frosting.

In a mixing bowl, beat cream cheese and sugar for two minutes on medium speed. Fold in 2 cups of the Cool Whip. Spread over brownies. In another bowl, combine milk and pudding mix and beat until smooth. Refrigerate for 10 minutes, then spread over the cream cheese layer. Top with the remaining Cool Whip and refrigerate until ready to serve.