Put Nilla Wafers and Oreos together in a food processor. Pulse until the mixture resembles sand. Set aside.

Beat together cream cheese and butter until light and fluffy. Slowly add powdered sugar and beat until combined.

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.

Layer into serving dish of choice (it's really cute in buckets!) starting and ending with the "sand" mixture.