8 oz. cream cheese, softened
1/4 c. butter
1 c. powdered sugar
12 oz. Cool Whip
2 sm. packages Instant Vanilla Pudding
3 1/2 c. milk
20 oz. Oreo cookies

Remove centers from cookies and set aside. Crush cookies into fine crumbs (use blender- add a few at a time).

Mix butter, cream cheese, powdered sugar and cookie cream centers. Set aside.

Mix milk, pudding mix and Cool Whip.

Fold this into the other mixture.

Layer in flowerpot or sand pail-starting with cookie crumbs then pudding mix, then cookie crumbs, etc. End with cookie crumbs.

Decorate with flowers and gummy worms. Serve with a trowel or sand shovel.

Refrigerate overnight.