8 inch clay flower pot
1 1/4 lb. Oreo cookies, crushed
8 oz. cream cheese
1/2 c. powdered sugar
1/4 c. butter
2 (6 oz.) pkgs. instant vanilla pudding
3 1/2 c. milk
12 oz. Cool Whip

Line flower pot with heavy duty plastic wrap and place a plastic lid in bottom of pot.

Mix together cream cheese, powdered sugar and butter. Mix pudding and milk according to package directions. Mix together cream cheese mixture, pudding and Cool Whip.

Line bottom and sides of pot with crushed Oreos, reserving some for top. Fill with mixture and top with remaining "dirt". Refrigerate pot. When ready to serve, garnish with artificial flowers.