35 Oreos, broken in half
2 sm. pkgs. vanilla instant pudding
1 sm. carton Cool Whip, thawed
2 tbsp. butter, softened
1 c. sugar
1 (8 oz.) pkg. cream cheese

Process cookies in food processor until cookies are fine crumbs. Set crumbs aside.

Mix pudding according to package directions in large bowl; fold in whipped topping. Combine butter, sugar and cream cheese in small bowl; beat at medium speed until smooth. Fold into pudding mixture. Trim top of Cool Whip container top to fit bottom of an 8-inch flower pot.

Set aside 1 1/2 cups crumbs. Spoon about 1/3 of remaining into flower pot. Spread about 1/3 of pudding mixture over crumb layer. Repeat layers twice; top with reserved crumbs, covering pudding mixture completely. Cover and chill at least 3 hours.