1/4 c. butter
8 oz. cream cheese
1 c. powdered sugar
2 sm. pkg. vanilla instant pudding mix
3 1/2 c. milk
20 oz. Oreo cookies
10 oz. Cool whip
Clean, new flower pot (preferably plastic)

Cream together first 3 ingredients. Mix pudding mix and milk. Add pudding mixture to creamed mixture and add Cool Whip. Crush Oreos in a blender until they resemble potting soil. Reserve 1 1/2 cups for top. In pot, layer pudding mixture then crushed Oreos. Repeating and ending with pudding. Place reserve of Oreos on top and cover completely. Place clean plastic flowers in center of pot and refrigerate at least 4 hours before serving.