1 lb. pkg. Oreo cookies
1/2 stick butter (softened)
1 (8 oz.) pkg. cream cheese
1 c. powdered sugar
3 1/2 c. milk
2 pkgs. (3 1/2 oz. each) vanilla or chocolate instant pudding
1 (12 oz.) container Cool Whip
1 (8 inch) flower pot (clean!)
Fake flowers
Gummy worms

Crush cookies and set aside.

In large bowl mix pudding and milk. Stir in whipped topping.

Cream together butter, cheese and powdered sugar. Combine with pudding mixture.

Starting with a thick layer of crushed cookies on bottom of pot - alternate cookies and pudding mixture. Make sure to save enough cookies for top - should cover entire top so pudding mixture can't be seen. Refrigerate.

To serve, arrange fake flowers in pot and place gummy worms around. Looks like a real flower pot!