1 lb. Oreo cookies, ground up (with filling)

Mix:

1/4 c. butter
8 oz. softened cream cheese
1 c. powdered sugar

Set this aside. Mix:

2 (3 1/2 oz.) instant French vanilla pudding
3 1/2 c. milk

Combine pudding mix with cream cheese mix. Add 12 ounce carton Cool Whip. Mix well.

Layer 1/2 inch ground Oreos on bottom of clean, new flower pot. Alternate with pudding mix and cookies. Make sure cookies are on top. Stick new plastic flowers and/or gummy worms in it.

Should be refrigerated overnight.