1 (11 oz.) can mandarin oranges
1 (8 oz.) can crushed pineapples
2 pkgs. tapioca pudding
1 c. Cool Whip

Drain fruit, saving juice, and add enough water to make 2 cups. Put juice in saucepan with pudding; cook until thick (stir often so it won't burn or get lumpy). Cool. Add the oranges and pineapple and Cool Whip. Chill until firm.