3 c. buttermilk
2 3 1/2 oz. boxes instant vanilla pudding and pie filling
1 8 oz. container frozen whipped topping, thawed
6 c. fresh fruit

In large bowl, combine buttermilk and pudding. Fold in whipped topping. Place 1/2 of fruit mixture in a serving bowl. Top with pudding mixture. Place remaining fruit on top.

Makes 12 servings.