1/2 c. butter
8 oz. cream cheese
2 (3 oz.) pkgs. instant vanilla pudding
3 c. milk
1 c. powdered sugar
12 oz. Cool Whip
20 oz. Oreo cookies

For those of you who love cookies-n-cream ice cream, you'll love this no bake cake.

1. Freeze cookies overnight, then grind up in blender.

2. Cream butter, cream cheese and sugar.

3. Add pudding mixes, milk and Cool Whip.

4. Beat 2 minutes.

5. Layer. Start with ground Oreos (that's the dirt), alternate layers with pudding mixture and dirt ending with dirt on top.

Use a clean 8" flower pot as your serving dish. For fun place silk flowers in the "dirt" making sure to cover the ends with foil paper. And don't forget the worms and spiders to liven up things a bit. Serves 10.