1 1/2 c. shell macaroni
4 oz. pkg. lemon flavored instant pudding
2 c. milk
2 c. chopped apples
2 c. seedless grapes
16 oz. can mandarin oranges, drained
20 oz. can pineapple chunks, drained
2 c. Cool Whip

Cook macaroni to desired doneness. Drain and rinse under cold water. In large bowl blend pudding and milk until thickened. Fold in shells and remaining ingredients. Refrigerate overnight. Just before serving fold in Cool Whip.