1 sm. pkg. Oreo cookies
1/2 stick butter
1 c. powdered sugar
2 sm. pkgs. vanilla instant pudding
1 (12 oz.) Cool Whip
1 sm. pkg. cream cheese
3 1/2 c. milk

Mix butter, cream cheese and sugar. Mix the rest then blend the butter and sugar mixture with it. Put Oreo cookies in food processor and grind until it looks like dirt. In a plastic flower pot, layer cookies, then pudding and repeat until done. Decorate with gummy worms and plastic or silk flowers. Refrigerate.