1 large pkg. Oreos
3/4 stick Butter
2 (8 oz.) pkg. Cream Cheese
1 box Chocolate Instant Pudding
4 cups Milk
1 box Vanilla Instant Pudding
1 large container Cool Whip
Gummy Worms

1. Crush the oreos to look like potting soil.

2. Beat the butter and cream cheese until smooth.

3. Add 1 package of pudding and 2 cups milk. Blend.

4. Add 2nd package of pudding and remaining 2 cups milk. Blend.

5. Add the Cool Whip and blend together. Mixture will become thick and creamy.

6. Layer the oreos in the bottom of a plastic flower pot.

7. Add mixture and form layers of oreos, mixture, oreos.

8. Top layer will be oreos.

9. Add gummy worms. You can push them down into the mixture or add them when you are assembling the layers.

10. Decorate with plastic flowers and serve with a trowel.