1/2 c. butter, softened
8 oz. cream cheese, softened
1 c. powdered sugar
3 1/2 c. milk
2 pkgs. (3 1/2 oz.) instant vanilla pudding
12 oz. Cool Whip topping, thawed
1 pkg. (20 oz.) Oreo cookies
1 (8 inch) plastic flower pot
Gummy worms
Silk or plastic flowers
Garden trowel

Crush whole Oreo cookies in food processor and set aside.

Cream butter, cream cheese and powdered sugar. In another bowl, mix milk, pudding and whipped topping. Combine both mixtures. If bottom of flower pot has a drain hole, plug it with a small piece of foil.

Put 1/3 of cookie crumbs in the bottom of pot. Add 1/2 pudding mix. Add 1/3 more cookie crumbs. Add remaining pudding mix. Top cake with remaining cookie crumbs. Refrigerate overnight.

Before serving, add flowers and worms to pot. Serve with garden trowel.

Serves 8.