2 (3 oz.) pkgs. orange Jello
2 c. hot water
1 (6 oz.) can frozen orange juice, undiluted
2 cans mandarin oranges, drained
1 (16 oz.) can crushed pineapple, undrained

Dissolve Jello in boiling water. Add orange juice, stirring until melted. Cool. Add oranges and pineapple. Congeal in 9x13 inch mold.

Before serving, mix topping and add on top of Jello.

TOPPING:

1 pkg. instant lemon pudding
1 c. milk
1/2 pt. whipping cream or Cool Whip
6 maraschino cherries

Beat pudding and milk until slightly firm, about 4 minutes. Whip cream. Fold into pudding mixture. Spread on Jello. Top with maraschino cherries, cut in half and drained well on paper towels. Can make a day or two in advance and refrigerate covered.