mandarin oranges
large cream cheese (room temperature)
1 (8 oz.) Cool Whip
crushed pineapple
1 large orange Jell-O
pound cake
1/2 c. sugar

Line bottom of 9 x 13 pan with slices of pound cake. Whip the cream cheese with the Cool Whip and 1/2 cup sugar until creamy. Spread over pound cake. Drain oranges and crushed pineapple. Spread over creamy mixture. Mix the orange Jell-O as directed on package. Set 1 1/2 hours until it shakes. Spread Jell-O over fruit. Chill and serve.