20 oz. bag Oreo cookies
1/4 c. butter (lowfat or regular)
1 c. powdered sugar
3 c. milk (can use skim)
16 oz. Cool Whip
8 oz. cream cheese (lowfat or regular)
2 sm. pkg. instant vanilla pudding
Gummy worms

Crush the Oreo cookies in blender or food processor, a food processor works best. The crushed Oreos are the dirt.

Combine softened cream cheese and softened butter with powdered sugar. This can be done in the food processor, or with a spoon.

In a large bowl, mix pudding with the milk until it thickens. Fold the cream cheese mixture into the pudding. Add Cool Whip.

Use an 8 inch plastic flower pot. Cover the holes in the bottom with foil. Put in a layer of dirt. You may combine the dirt with the pudding mixture, or layer the pudding and dirt in the pot, but leave some dirt for the top soil. You can sprinkle gummy worms throughout, or just garnish with them. Add a small plastic shovel for serving. You can also insert flowers in the top soil.