1 lg. bag Oreo cookies
8 oz. cream cheese
1 stick butter
1 c. confectioners' sugar
2 sm. boxes instant vanilla pudding
3 c. milk
12 oz. Cool Whip

Soften to room temperature.

Crush Oreo cookies in food processor or blender. Divide in half. Put 1/2 in 13 x 9 inch pan and place in freezer while making filling. Save the other half for the top. Mix cream cheese, butter and confectioners' sugar until smooth. Set aside.

Mix pudding and milk together. Blend into cheese mixture. Fold in Cool Whip. Get pan with Oreo crumbs from freezer. Pour mixture over crumbs. Sprinkle remaining crumbs over filling. Place in refrigerator for 1 hour before serving. A plastic flower pot can also be used to hold the dirt cake and create a conversation piece.