1/4 c. softened butter
1 c. powdered sugar

PUDDING:

3 1/2 c. cold milk
1 lb. Oreo cookies
8 oz. softened cream cheese
2 pkgs. vanilla instant pudding
12 oz. Cool Whip

Beat the pudding and milk for 2 minutes with mixer, then fold in 12 ounces Cool Whip and add to cream cheese mixture. In blender, grind 1 pound Oreo cookies to consistency of dirt.

In a flower pot, 7 1/4 x 7 1/4, place 1/3 cookie crumbs, 1/2 pudding mixture, 1/3 cookie crumbs, then rest of mixture. Top with crumbs to look like dirt. Add silk flowers and gummy worms on top to decorate.