1 lb. Oreo's
1 (8 oz.) cream cheese
2 sm. pkgs. instant vanilla pudding
1 c. powdered sugar
1 stick butter, softened
3 c. milk
1 (16 oz.) container Cool Whip
1 (6 or 8 inch) flower pot and artificial flowers

Crush the Oreo's with a rolling pin. Set aside. Cream the sugar, cream cheese and butter. In another bowl, combine the pudding and milk. Fold in the Cool Whip. Fold the cream cheese mixture into the Cool Whip mixture.

In the flower pot, layer 1/2 of the cookie crumbs, the pudding, then the other 1/2 of the cookie crumbs. Refrigerate overnight. Stick flowers in before serving. Also may use gummy worms to decorate.