35 cream filled sandwich cookies (Oreos), broken in half
2 (3.4 oz.) pkg. instant vanilla pudding mix
1 (8 oz.) carton frozen whipped topping
2 tbsp. butter
1 c. confectioners' sugar
1 (8 oz.) pkg. cream cheese, softened

Put half of cookies in processor. Process cookies to fine crumbs. Remove from processor. Repeat with remaining cookies. Set aside.

Prepare pudding according to directions, in large mixing bowl; fold in whipped topping. Combine butter, sugar, and cream cheese in small mixing bowl. Beat at medium speed of electric mixer until smooth. Fold into pudding mixture.

Set aside 1 1/2 cups of crumbs. If using 8 inch azalea pot, trim lid of whipped topping to fit bottom of pot. Spoon about 1/3 of remaining crumbs into pot (or deep dish). spread about 1/3 pudding mixture over crumbs. Repeat this procedure 2 more times, topping with reserved crumbs. Cover and chill at least 3 hours.

If using a flower pot, before serving, insert a flower in a florists water pick. Insert flour and water pick into center of dessert. Yield: 20 to 22 servings.