Dirt Cake

This is my youngest son's favorite dessert. He always asks for a Dirt Cake for his birthday.

1 12 oz Cool Whip

1 8 oz cream cheese

1 cup powdered sugar

1/2 cup butter

2 large vanilla instant pudding packages

3 cups of cold milk

1 teaspoon vanilla

1 large package OREO cookies

Crush cookies until fine, divide crumbs in half. Cover bottom of 9x13 dish with 1/2 crumbs. In large bowl, cream butter and cream cheese until fluffy. Add sugar and cool whip. Mix well-do not overbeat. In a separate bowl mix pudding, milk and vanilla together well. Combine both mixtures and pour over crumbs. Sprinkle rest of crumbs on top. Refrigerate 12 hours or freeze 1-2 hours.