1 lg. bag Oreo cookies
1 stick butter, softened
1 (8 oz.) pkg. cream cheese
1/4 c. powdered sugar
2 1/2 c. milk
1 lg. or 2 sm. pkgs. instant vanilla pudding
8 oz. Cool Whip

Crumble Oreo cookies in food processor until consistency of dirt. Mix in large bowl, butter, cream cheese and powdered sugar. Mix in another bowl 2 1/2 cups milk and pudding. Put together pudding and cream cheese mixture. Fold Cool Whip into this mixture. Place Cool Whip lid in bottom of flower pot to cover holes. Layer pudding mixture in pot starting with pudding and ending with cookie crumbs.