1 (20 oz.) pkg. Oreo cookies
1/4 c. butter
2 (8 oz.) pkg. cream cheese
1 c. powdered sugar
3 1/2 c. cold milk
2 sm. pkg. instant chocolate pudding
12 oz. thawed Cool Whip
Lg. plastic flower pot
Silk flowers

Crush Oreo cookies in blender, set aside. Cream butter, cream cheese and powdered sugar, set aside. Beat cold milk and instant pudding, stir in Cool Whip. Gently combine the 2 mixtures. Put cover of Cool Whip in bottom of flower pot. Layer the creamy mixture and cookies, ending with cookies.

Freeze overnight. Thaw 30 minutes before serving. While thawing, have silk flowers stick into mix. Gummy worms may be added while layering into flower pot. It really looks like dirt and great fun, too.