1 1/2 lb. Oreo cookies
3 c. milk
8 oz. cream cheese
12 oz. Cool Whip
2 pkg. vanilla instant pudding
3/4 c. confectioners' sugar
1 stick butter
8 inch flower pot and silk of real flowers

Crush Oreos in food processor. Mix pudding using 3 cups of milk. Cream sugar, cream cheese and butter in separate bowl. Fold cream cheese mixture into pudding. Fold above into Cool Whip.

Line flower pot with foil. Layer Oreo crumbs, cream, crumbs, cream. Leave generous amount of crumbs for top layer. Refrigerate for 24 hours. Decorate with silk flowers.