2 pkgs. instant chocolate pudding
3 c. milk

Mix thoroughly.

While mixing add:

3/4 c. butter, softened
1 c. powdered sugar

Beat well.

Add:

8 oz. cream cheese

Mix together, then fold in:

8 oz. whipping cream or Cool Whip

Crush in blender or food processor:

2 lbs. chocolate sandwich cookies

In sand pail, layer: cookies crumbs, gummy worms, and pudding. Repeat until pail is full. End with crumbs. "Plant" plastic flowers in pail and serve with sand shovel.