1 lg. pkg. or Oreo cookies, crumbled in a food processor

FILLING:

1 pkg. (8 oz.) cream cheese, softened
1 stick butter, softened
1 tub of Cool Whip (8 oz.)
1 lg. pkg. (6 oz.) instant vanilla pudding prepared with 3 c. of milk
1 tsp. vanilla (put in milk)

Cream softened cream cheese and butter. Add by hand: Cool Whip and pudding (prepared). Spread half of "dirt" in a 13 x 9 inch pan. Top with filling. Top with remaining half of "dirt". Refrigerate for several hours before serving.