This no-bake Butterscotch Delight (also called Butterscotch Lush) layers a graham cracker crust, a sweet cream cheese filling, butterscotch pudding, and Cool Whip. At about $15.59 for the whole dessert, or $1.95 for serving, it’s an affordable treat with no oven needed, not even for the crust, and it’s best made the day before, so it’s perfect for holiday dinners and potlucks.

This is one of those desserts that brings back memories of family gatherings and everyone heading back for another slice. I love serving layered desserts like this because they are easy to share and always bring something sweet to the table.
Why You’ll Love This Recipe!

- Completely no-bake. The graham cracker crust firms up in the freezer, so you never turn on the oven.
- Feeds a crowd. It’s rich, so a 9×13 pan cuts into about 15 small squares.
- Make-ahead friendly. It slices best after chilling overnight, which frees up your holiday schedule.
- Pantry ingredients. Instant pudding, cream cheese, and Cool Whip from any grocery store.
After more than 14 years of baking and developing dessert recipes, I’ve learned that some of the most memorable treats use simple ingredients in creative ways. I enjoy sharing recipes that home cooks can confidently make and serve to their families, whether they are experienced bakers or just getting started.
You may also like to make Butterscotch Pudding and Butterscotch Pie.
Ingredients

Crust
- Graham Cracker Crumbs. You can buy these or make your own by crushing graham cracker sheets.
- Butter. Melted, so it coats every crumb and holds the crust together without baking.
- Sugar. Just a few tablespoons sweetens the crust and helps it hold together.
Cream Cheese Layer
- Cream Cheese. Softened at room temperature.
- Whipped Topping. 24 oz Cool Whip, thawed. 1 cup goes into the cream cheese layer, and the rest goes on top. Or use Homemade Whipped Cream.
- Powdered Sugar. Dissolves smoothly into the cream cheese with no grittiness.
Butterscotch Layer
- Butterscotch Pudding. Three 3.4-ounce boxes of instant butterscotch pudding, not cook-and-serve.
- Cold Milk. Instant pudding sets thickest with very cold milk, so keep it in the fridge until you’re ready to mix.
Topping
- Butterscotch Sauce. About ¼ cup, drizzled over the top right before serving.
- Heath Bits. About ½ cup, sprinkled on last so they stay crunchy.
Get the complete ingredient list at the bottom of the page.
How to Make Butterscotch Delight

Step 1. Get out a medium bowl. Stir together the crust ingredients and make sure the sugar and melted butter are well combined.

Step 2. Press the crumbs firmly and evenly into a 9×13 pan. The bottom of a flat glass or measuring cup helps pack them down so the crust holds together when you slice.

Step 3. Beat together the softened cream cheese and powdered sugar with a hand mixer. Gently fold in 1 cup of the whipped topping into the mixture. Spread this mixture on top of the graham cracker crust. Then allow to chill in the refrigerator while you prepare the other layer.

Step 4. Whisk or beat the 3 boxes of pudding mix with 3 cups of cold milk for 2–3 minutes, until very thick. We use less milk than the box calls for on purpose, so the butterscotch layer is firm enough to slice into clean squares.

Step 5. Then carefully spread this mixture on top of the cream cheese layer. Refrigerate the butterscotch pudding layer at least 3 hours to set.

Step 6. Spread the remaining Cool Whip over the butterscotch layer. You can do this the night before. Right before serving, drizzle with butterscotch sauce and sprinkle with Heath bits so they stay crisp.

Pro Tips
- Allow Plenty of Chilling Time. Refrigerate the dessert for at least 3 hours before serving. This helps the layers set properly and makes it easier to cut clean slices.
- Soften the Cream Cheese. Let the cream cheese sit at room temperature before mixing. Softened cream cheese blends more easily with the powdered sugar, creating a smooth, lump-free filling.
- Make It the Day Before. Prepare the Butterscotch Delight a day ahead for the best texture. The layers have time to set, making the dessert easier to slice and serve.
- For clean slices. Run a sharp knife under hot water, wipe it dry, and cut. Repeat between cuts.
- Spread gently. Drop spoonfuls of pudding over the cream cheese layer and spread from the center out so the layers don’t mix.
Variations
- Cinnamon Graham Cracker Crumbs. Change the flavor by using different types of graham crackers.
- Cookies. Crush vanilla wafers or shortbread cookies to use for the crust. Either of these taste great in this recipe. Golden Oreo Cookies also make a great crust.
- Pudding. Substitute a different flavor of pudding in this recipe. Chocolate, lemon or cheesecake flavors taste great.
- Nuts. Sprinkle chopped pecans or walnuts on top of the cool whip when you garnish. Sometimes, we put nuts on half and leave the other side plain to suit everyone’s preference.
- Toppings: Chocolate chips or chocolate shavings also taste great and look pretty on top. Feel free to get creative with toppings and use several different types. Butterscotch Chips also would be good.
Storage
Cover tightly and refrigerate for up to 4 days. It softens quickly at room temperature, so at a party I take it out right before dessert, slice, and put it back in the fridge.
Frequently Asked Questions
Yes. Cover tightly and freeze up to 1 month, then thaw overnight in the fridge before slicing.
They’re the same dessert! You may also see it called butterscotch pudding bars or butterscotch layered dessert.
No. Many versions bake a pecan or shortbread crust, but our graham cracker crust just chills in the freezer for 30 minutes, so the whole recipe is no-bake.
Yes, chocolate, vanilla, or cheesecake pudding all work with the same amounts.
This recipe is written for instant pudding mixed with cold milk. Cook-and-serve needs to be cooked and fully cooled before spreading, and it sets softer, so the layers won’t slice as cleanly.
Try More Butterscotch Desserts
Make this Butterscotch Lush for your next potluck, BBQ or special occasion. Everyone will definitely enjoy it. Please come back and leave a star recipe rating and review.
Butterscotch Delight
Ingredients
FOR THE CRUST:
- 1 1/2 cups Graham Cracker Crumbs
- 3 Tbsp Sugar
- 6 Tbsp Butter melted
FOR THE CREAM CHEESE LAYER:
- 2 pkgs Cream Cheese softened at room temperature (8 oz each)
- 1 cup Powdered Sugar
- 24 oz Whipped Topping Cool Whip, divided
FOR THE BUTTERSCOTCH LAYER:
- 3 pkgs Butterscotch Pudding 3.4 oz each
- 3 cups Cold Milk
FOR THE TOPPING:
- Butterscotch Sauce
- Heath Bits
See how we calculate recipe costs.
Instructions
FOR THE CRUST:
- In a medium mixing bowl, stir together the crust ingredients.
- Press this mixture into a 9X13 baking pan and freeze for 30 minutes while you prepare the other layers.
FOR THE CREAM CHEESE LAYER:
- Beat together the cream cheese and powdered sugar until well combined and smooth.
- Then gently fold in 1 cup of the whipped topping into the mixture.
- Spread this mixture on top of the crust and chill in the refrigerator while you prepare the other layer.
FOR THE BUTTERSCOTCH LAYER:
- Beat together the milk and the 3 butterscotch pudding mix for 2-3 minutes until the mixture is thick.
- Then carefully spread this mixture on top of the cream cheese layer. Then chill for at least 3 hours to set.
FOR THE TOPPING:
- When serving, top with the remaining whipped topping and drizzle the butterscotch sauce on top and top with the Heat bits. Slice and enjoy!





