8 oz. cream cheese (softened) 2 tablespoons butter 2 small boxes instant vanilla pudding 3 cups milk 16 oz. cool whip 1 large pack of Oreos Gummy Worms 1. Cream together butter and cream cheese. In a seperate bowl, mix pudding and milk. Mix the above two mixtures together, then fold in cool whip. process oreos until they look like dirt. 1/3 of the oreos on the bottom. Then spread pudding/cool whip mixture evenly on top. Next, top with remaining oreos and spread evenly.