1/2 c. butter, softened
1 (8 oz.) pkg. cream cheese, softened
1/2 to 1 c. powdered sugar, sifted
3 1/2 c. milk
2 (3 1/2 oz.) pkgs. instant vanilla pudding
12 oz. frozen whipped topping, partially thawed
1 (7 inch) flower pot or 10 sm. flower pots
1 (20 oz.) pkg. Oreo's, crushed
Gummy worms, plastic or real flowers (garnish)

In medium size bowl, mix butter, cream cheese, and sugar with a mixer. In a second medium bowl, mix milk and pudding. Add the whipped topping to pudding mixture; combine the 2 mixtures. Cover the bottom of each flower pot with a piece of foil. Start layering cookie crumbs and creamy mixture, making several layers of each, ending with Oreo crumbs on top. Cover with plastic wrap and refrigerate several hours. Before serving, place the flowers in pots and lay gummy worms on the "dirt". To serve, use clean garden trowel or spoon. Serves 8 to 10.

To sterilize clay pot, bake at 200 degrees for 30 minutes. Allow to cool before starting the Dirt Cake. To clean: Use only water. Soap will never come out of the clay.