2/3 c. noodles, cooked, drained and cooled
1 (3 1/2 oz.) pkg. dry instant lemon pudding
1 (20 oz.) can crushed pineapple, undrained
1 (16 oz.) can fruit cocktail, drained
1 (11 oz.) can mandarin oranges, drained

Mix and refrigerate overnight. Next morning, stir in 8 ounces Cool Whip.