1 1/4 lb. pkg. Oreos
2 sm. pkgs. instant vanilla pudding
3 c. milk
1 stick butter
8 oz. cream cheese
1 c. powdered sugar
8 oz. Cool Whip

Crush Oreos in a blender, then set aside. Mix 2 packages vanilla pudding with 3 cups milk. Set aside. Mix butter, cream cheese, powdered sugar and Cool Whip. Add this mixture to the already made pudding mixture.

Place half of the Oreos in the bottom of a 9 x 13 inch pan. Spread pudding mixture on top of this and then put the rest of the crushed Oreos on top of pudding. Keep refrigerated. Looks like dirt, tastes wonderful!