1/4 c. softened butter
8 oz. cream cheese
1 c. confectioners sugar
3 1/2 c. milk
12 oz. dessert topping, thawed
1 (20 oz.) Oreo cookies, crushed
2 (3 1/2 oz.) instant vanilla pudding

In large bowl cream together butter and cream cheese and sugar. Stir in vanilla pudding and then milk. Fold in Cool Whip.

In a serving bowl or a child's sand bucket layer pudding mixture then Oreo cookies ending with Oreo cookies. Garnish with gummy worms.