2 pkgs. Oreo cookies, crushed
1 (8 oz.) cream cheese
2 sm. pkgs. vanilla instant pudding
3 c. cold milk
1 tsp. vanilla
16 oz. Cool Whip
1/2 c. butter

Mix cream cheese, butter and Cool Whip in one bowl. Mix vanilla pudding, milk and vanilla in another bowl. Mix well, then add them together. Put half the cookie crumbs in the bottom of pan or bowl. Put mixture on top of cookie crumbs. Put the other half of crumbs on top. Chill and serve. (Has the appearance of potting soil.)