1 (15 oz.) pkg. Oreos
1 stick butter, melted
1 (8 oz.) cream cheese
1 c. powdered sugar
1 lg. Cool Whip
1 lg. box chocolate instead pudding

Crush cookies until you have coarse crumbs. Reserve 1/4 cup for topping. To the rest of cookies add melted butter. Mix well. Press into 9 x 13 inchpan. Cream the cheese with electric mixer, add powdered sugar and beat well. Fold in Cool Whip. Spread mixture on top of crust. Chill 30 minutes.

Mix pudding with 2 1/2 cups milk. Spread on top of cream cheese layer. Chill 1 hour. Top with remaining Cool Whip. Sprinkle with reserved crumbs. Chill 1 hour before serving.