1 lg. box orange Jello
2 c. buttermilk
1 can mandarin oranges
1 lg. can crushed pineapple
1 (8 oz.) Cool Whip

Mix Jello with pineapple. Heat until it comes to a boil. Stir until Jello is dissolved. Remove from heat and cool. Add oranges and buttermilk. When mixture has thoroughly cooled, add Cool Whip; mix well. Pour into 9"x13" Pyrex dish. Refrigerate to congeal.