1 1/3 c. buttermilk
1 (5.1 oz.) pkg. instant vanilla pudding mix
1 (30 oz.) can fruit cocktail, drained
2 (11 oz.) cans mandarin oranges, drained
1 c. pastel miniature marshmallows
1 (8 oz.) carton frozen whipped topping, thawed

In a mixing bowl, beat buttermilk and pudding. Mix on medium speed for 1 minute. Let stand for 5 minutes. Fold in fruit cocktail, oranges, marshmallows and whipped cream. Keep refrigerated until ready to serve.

Serves 8 to 10.