1 (20 oz.) pkg. Oreos
16 oz. cream cheese
1/4 c. butter
2 c. powdered sugar
2 sm. pkgs. vanilla instant pudding
3 1/2 c. milk
12 oz. Cool Whip
8-inch flower pot

Crush cookies. Beat together cream cheese, butter, and sugar; set aside. Make pudding with 3 1/2 cups milk. Fold together cream cheese mixture, Cool Whip, and pudding. Flower pot can be lined with foil if desired.

Layer in pot 3 or 4 alternating layers of cookies and pudding mixture, beginning and ending with cookies. Refrigerate overnight. Decorate with clean plastic or silk flowers.

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