2 lb. pkgs. Oreo cookies
2 (3 oz.) pkgs. vanilla pudding
1 c. confectioners' sugar
1 (8 oz.) pkg. cream cheese
1/4 c. butter, softened
3 1/2 c. milk
1 (12 oz.) Cool Whip
Several gummy worms

Crush cookies in food processor or with rolling pin.

In small bowl blend butter, cream cheese and sugar; set aside.

In large bowl mix pudding and milk and fold in Cool Whip. Add cream cheese mixture.