1 1/2 lg. pkg. Oreos
1/2 stick butter
8 oz. brick cream cheese
1 c. powdered sugar
3 1/2 c. milk
2 sm. pkg. instant vanilla pudding
12 oz. Cool Whip
1 pkg. gummy worms

Crush Oreos (a little at a time) in blender or food processor and set aside. Mix butter, cream cheese and powdered sugar until well blended; set aside.

Mix pudding and milk. Add cream cheese mixture, then fold in Cool Whip. Layer cookies and pudding, beginning and ending with cookies. Add a few gummy worms at random. This will go into an 8 inch plastic flower pot. Stick in a plastic plant or flowers. Make sure cookies are ground fine to look like dirt.