1 lg. pkg. Oreos
2 boxes instant pudding vanilla
8 oz. Cool Whip
8 oz. cream cheese
Stick of butter
2 c. milk

Mash Oreos up, leave out some for topping.

Melt stick of butter in 9 x 13 cake pan. Put large amount Oreos in pan, pat down for a crust.

Mix pudding and milk, Cool Whip, and cream cheese and put on top of Oreos, then sprinkle top with Oreos left; put in refrigerator to chill.