1 (12 oz.) container Cool Whip
2 pkgs. instant vanilla pudding
1 (1 lb.) pkg. Oreo cookies
3 1/2 c. milk
1/2 stick butter, softened
1 (8 oz.) cream cheese, softened
1/2 c. powdered sugar

Crush Oreo cookies. Set aside. Combine powdered sugar, cream cheese and butter in bowl, mix at medium speed until well blended. In another bowl combine remaining ingredients. Mix well until thickened to pudding consistency.

In a Pyrex dish or bowl, layer crushed Oreo cookies and spread pudding mixture, continue layering until finished. Refrigerate until ready to use. Do not cover.