1 lg. bag Oreos
1/2 c. butter, softened
8 oz. cream cheese, softened
1 c. 10x sugar
8 oz. Cool Whip
3 c. milk
2 sm. pkg. instant vanilla pudding

Crush Oreos in plastic bag. Pour 1/2 of this into bottom of 9 x 13 pan. Mix butter, sugar, cream cheese, and Cool Whip together with electric mixer. In another bowl, mix together milk and pudding. Add to mixture in first bowl, mixing well. Pour over cookies in pan. Sprinkle remaining Oreos on top and refrigerate, until ready to serve.

Variation: Make it in a plastic flower pot and serve with a trowel. Can adorn with a plastic flower or gummy worms.