1 bag Oreos, crushed 8oz cream cheese, softened 1/4 cup butter 1 cup powdered sugar 3 cups milk 2 sm boxes instant vanilla pudding 1/2 tsp vanilla 12 oz Cool Whip, thawed

Cream together cream cheese, butter & powered sugar & vanilla. In separate bowl mix milk & pudding chill until set. Fold in cool whip after pudding has set. Add cream cheese mixture, layer with Oreos... Chill until ready to serve