2 (8 oz.) pkgs. cream cheese
2 c. powdered sugar
2 (3 1/2 oz.) pkgs. instant vanilla pudding
1 (24 oz.) or (16 oz.) tub Cool Whip
3 c. milk
2 tsp. vanilla
1 pkg. Oreo cookies (1 1/4 lbs.)

In large bowl, beat cream cheese and powdered sugar. Set aside.

Beat pudding and milk until thick. Add Cool Whip and vanilla. Add cream cheese mixture to pudding mixture. Crush Oreo's in food processor. Chill overnight.

Layer mixtures in large flower pot, finishing with Oreo's. Place gummy worms on top and artificial powers in pot. Serve with small shovel. Kids love it!