Need: 8 inch diameter plastic flower pot, silk flowers, 1 small dirt scoop and 12 ounce Cool Whip lid.

1 lg. pkg. Oreos
4 tbsp. butter
1 (8 oz.) cream cheese
1 c. confectioners' sugar
3 1/2 c. milk
2 lg. pkg. regular vanilla pudding
12 oz. regular or chocolate Cool Whip

Crush cookies. Set aside. In small bowl cream together butter, cream cheese and sugar.

Cook pudding according to package directions. Let cool. After cooling add to the creamed mixture (of butter cream cheese and sugar). Put Cool Whip lid in bottom of flower pot, with edges turned upward. (Covers drain hole in flower pot.) Begin making layers. 1/2 layer crushed Oreos; 1/2 layer Cool Whip; 1/2 layer of pudding mixture. Repeat, ending with a layer of cookies. Refrigerate overnight. Before serving, put in a few silk flowers. Serve with a small hand scoop. Serves 12.