3 c. buttermilk
2 (3 1/2 size) boxes instant vanilla pudding or pie filling
1 (8 oz.) container frozen Cool Whip, thawed
6 c. fresh fruit or canned, drained

In large bowl, combine buttermilk and pudding; fold in whipped topping. Place 1/2 fruit mixture in serving bowl; top with most of pudding mixture. Place remaining fruit on top of pudding mix. Add remaining pudding mix over the fruit. Makes 12 servings.