1 lg. pkg. Oreo cookies
8 oz. cream cheese
1/4 c. butter
1 c. powdered sugar
2 sm. pkgs. vanilla pudding
3 1/2 c. milk
12 oz. Cool Whip
Clay flower pot
Artificial plant

Crush cookies in food processor to the consistency of dirt. Mix together cream cheese, butter and powdered sugar in one bowl. Mix in another bowl pudding and milk. Add pudding mixture and cream cheese mixture to Cool Whip and mix. Layer mixture and cookies in flower pot having cookies as first and last layer. Refrigerate 4 hours before adding artificial plant.