1 pound cake
1 lg. pkg. Oreos
2 sm. boxes instant vanilla pudding
3 c. milk
1 stick softened butter
2 (8 oz.) pkg. cream cheese
1 c. powdered sugar
1 (12 oz.) Cool Whip

Crumble pound cake and Oreos; set aside. Mix 3 cups of milk with instant pudding. Place in refrigerator. Cream together butter, cream cheese and powdered sugar. Take pudding out of refrigerator and blend in 1 (12 ounce) Cool Whip. Add cream cheese mixture to pudding mixture.

Layer Oreos, cake, pudding end with Oreos on top. (Fun to put in a clay pot lined with foil and topped with crunched Oreos and gummy worms.)