1 lg. clay flower pot
1 lg. pkg. Oreo cookies
2 sm. pkg. vanilla instant pudding
8 oz. cream cheese
1 c. powdered sugar
1 (12 oz.) carton Cool Whip, thawed
3 1/2 c. milk
1/2 stick butter

In food processor or blender grind up cookies and set aside. Mix pudding and milk together until smooth and put into refrigerator until set. Beat until fluffy cream cheese, butter and powdered sugar. Fold into pudding and Cool Whip. Layer the cookies (dirt) and pudding and finish with the dirt.