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Put Nilla Wafers and Oreos together in a food processor. Pulse until the mixture resembles sand. Set aside.
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Beat together cream cheese and butter until light and fluffy. Slowly add powdered sugar and beat until combined.
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In a separate bowl, whisk together vanilla pudding mix and milk. Slowly add this mixture to the cream cheese mixture and beat until combined. Gently fold in Cool Whip.
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Layer into serving dish of choice (it's really cute in buckets!) starting and ending with the "sand" mixture.