1 stick butter
1 (12 oz.) carton Cool Whip
3 c. milk
1 tsp. vanilla
1 (8 oz.) pkg. cream cheese
1 c. sugar
1 lg. box instant vanilla pudding
1 (1 1/4 lb.) pkg. Oreo cookies

Finely crush the entire package of cookies. Crush until the creamy middle disappears. This makes the "dirt" for the cake. Cream the butter and cream cheese together. Add the sugar and Cool Whip, mixing well. Combine the milk, vanilla pudding mix and vanilla.

When set, add this to the butter and cream cheese mixture. Put half of the "dirt" mixture on the bottom of an oblong cake pan. Pour the filling mixture on top of this. Top the filling with remaining "dirt". Chill for 10 to 12 hours before serving.