1 (1 1/4 lb.) bag Oreo cookies
1 lg. box instant milk chocolate pudding
2 (12 oz.) pkgs. cream cheese
1 (12 oz.) Cool Whip
1 stick butter

Crush cookies. Take out 1/2 cup for topping. Melt butter and mix with cookies. Pat in bottom of pan. Refrigerate until solid.

Mix cream cheese and add 1/2 the Cool Whip. Spread over cookie crust. Refrigerate. Mix pudding as directions. Spread over cream cheese. Refrigerate until it sets. Spread Cool Whip on top. Sprinkle cookies over top.