2 (20 oz.) pkgs. Oreos
1 (8 oz.) pkg. cream cheese, softened
1 c. confectioners' sugar
6 oz. boxes vanilla instant pudding
1 qt. milk
1 (12 oz.) container Cool Whip
15 Gummy Worms
1/2 stick butter

Crush cookies (including centers) in blender until they resemble dirt. Set aside. Cream cheese, butter, and powdered sugar. Mix pudding mix with milk (1 to 2 minutes) until it begins to thicken. Fold pudding mix into cream cheese; mix with rubber spatula. Fold into whipped topping. In 10 inch flower pot, lined with foil, alternate layers - begin and end with cookie crumbs. Decorate with flowers or balloons and hid Gummy Worms throughout layers. Chill.