1 lg. pkg. Oreo cookies
8 oz. cream cheese
2 sm. pkg. FRENCH vanilla INSTANT pudding
6 tbsp. butter
1 c. powdered sugar
4 c. milk
12 oz. Cool Whip
Gummi Worms; optional
1 med. new flowerpot
1 bunch silk flower (or use marigolds in florist vials)
1 sm. garden trowel

Crush Oreos with rolling pin, food processor, or blender.

Cream together butter, cream cheese, and powdered sugar in a separate bowl. In a large bowl, add milk, pudding, and Cool Whip. Blend well. Add cheese mixture. Blend well again.

Layer alternate layer of pudding and Oreos beginning and ending with Oreos into the flowerpot. Keep refrigerated. Put flowers into mixture and Gummi Worms on top of "soil". Lay trowel by pot and use to serve.