1 lg. pkg. Oreo cookies
1 pkg. (8 oz.) cream cheese
1/2 c. butter
1 c. powdered sugar
1 lg. carton Cool Whip
2 boxes (3 1/2 oz. size) instant French vanilla pudding
3 c. milk
1 tsp. vanilla

Serve frozen or chilled.

Crush cookies and put half of crumbs in 9 x 13 inch pan. Mix cream cheese and butter until smooth, with mixer. Mix in powdered sugar. Fold in Cool Whip. In separate bowl, mix pudding, milk and vanilla. Fold cream cheese mixture and pudding mixture together and pour into pan on cookie crumbs.

Sprinkle remaining cookie crumbs on top. This is neat to layer cookies and filling mixture in plastic flower pot, having cookies on top and stick plastic or silk flowers on top and add gummy worms.