2 (14 oz.) cans water packed artichoke hearts, drained
3 (10 oz.) pkg. chopped spinach, thawed and drained
1 (12 oz.) cream cheese, softened
1/2 c. butter, melted
2 tbsp. Worcestershire sauce
2 tbsp. dry onion flakes, pulverized
1/2 c. seasoned bread crumbs

Thinly slice artichokes and layer on bottom of lightly greased 9 x 13 inch casserole. Mix other ingredients except bread crumbs. Spread over artichoke hearts. Cover with crumbs. Bake until lightly browned for 30-35 minutes at 325 degrees.