1 (3 oz.) pkg. cream cheese
2 tbsp. butter
1 3/4 c. milk
1 sm. box instant vanilla pudding
1 (8 oz.) Cool Whip
1 (10 to 12 oz.) pkg. Oreo cookies, crushed (can use blender)
1 pkg. gummie worms

Cream butter and cream cheese. Beat in milk and instant vanilla pudding. Fold in 8 ounces of Cool Whip.

Layer the 2 mixtures in a pail (or lined flower pot), starting and ending with cookie layer. Top with gummie worms! Could also put some worms on other layers.