Place the Oreos in a gallon ziploc bag and crush them.
Set 1/2 cup of the crushed Oreos aside
Melt the butter and mix it with the other crushed Oreos and spread in a 9x13 pan.
Using a mixer, mix together cream cheese, powdered sugar, and 8 ounces cool whip.
Prepare the pudding by adding 3 cups of milk and whisking.
Spread the cream cheese mixture over the Oreo layer.
Spread the pudding mixture layer next.
Top with the remaining 8 ounces cool whip and sprinkle remaining crushed Oreos on top.
Chill for at least 4 hours.