The Grey Stuff

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Disney World’s “Grey Stuff” recipe!! It’s so easy to make and so delicious. Tastes just like the recipe from the Be Our Guest restaurant. So smooth and made with vanilla and chocolate pudding mix, milk, cool whip, and Oreos and topped with sprinkles!!

We love Disneyland treats!! If you do too, check out our Churro recipe, Apple Pie Caramel Apple and Churro Toffee.

The Grey stuff recipe

Beauty & The Beast’s “Grey Stuff”

Disney World is amazing! Not only are the rides and shows awesome, but so is the food!

One of the most popular restaurants there is “Be Our Guest” at Magic Kingdom. We knew we’d have to try, and I’m so glad we did. The decor and atmosphere were amazing, and the food was delicious.

We had hear that we HAD to try the “Grey Stuff” (it’s delicious – don’t believe me? Ask the dishes!) It ended up being one of my kids’ favorites treats, so I knew we had to recreate it at home. I”m happy to report that it tastes JUST like it.

It’s a cool, Oreo-filled dessert that everyone loves! If you’re looking to make a yummy treat for the family I recommend making this “Grey Stuff” recipe. I told the kids we’d make it again and watch “Beauty & The Beast” before it. The kids were stoked!! And if you can’t make it to Disney, you can at least try this amazing treat at home. 😉


How to Make the Grey Stuff

To make this treat, begin by combining the pudding mix and milk. Whisk well and refrigerate for 10 minutes.

While pudding is setting up, place Oreos in a food processor (we used our Ninja) and blend until fine. Mix the crushed Oreos in the pudding mix and mix well.

Fold in the whipped cream (or Cool Whip) and chocolate pudding mix until well combined and refrigerate for at least 1 hour before serving.

When ready to serve, place the “grey stuff” in a piping bag and add a dollop to the middle and then pipe around in a spiral around it. Top with sprinkles or candy pearls

Recipe Notes:

  • Don’t remove the filling from the Oroeos. They won’t make the oreos paste like, instead the filling distributes nicely and sweetens the finely chopped oreo crumbs.
  • Do not make the pudding according to the box, you will only be using the pudding powder.
  • To help the piped swirls stay firm, place the mixture into the piping bag, then put i it into the freezer for 15-30 minutes, then pipe. 

How to make grey stuff

How to Serve and store

Ways to serve: I really love the look of the piped grey stuff on a pretty plate. It’s unique and eye catching, however, you can easily serve it in many other ways and pair it with other desserts. Here are a few ideas:

  • Pipe the grey stuff into individual cups such a s small clear plastic cups. Pretty tea cups would also be fun to use. Another idea is to use sturdy decorative cupcake liners
  • Pipe onto brownie squares, sugar cookies, or shortbread cookies.
  • Use it as a dip for cookies and other sweet treats.
  • Put a dollop on top of ice cream
  • Use the grey stuff as a filling for a cookie sandwich
  • Place in an oreo or graham cracker pie crust
  • Filling for cupcakes, donuts, and other desserts. Just keep them refrigerated.

Storage: This recipe is similar to our oreo dirt cake, which still tastes fantastic when made a day before serving. Be sure to cover the bowl and store in the fridge. Give it a nice mix before putting the grey stuff in a piping bag or serving bowl.

Leftovers can be stored in the fridge for up to 5 days. Though, at my house,  it’s always eaten  within a day or two!

Be our Guest Grey Stuff recipe

For more great Disney recipes, check out:

Grey Stuff Recipe

4.63 from 16 votes

Disney World's "Grey Stuff" recipe!! It's so easy to make and so delicious. Tastes just like the recipe from the Be Our Guest restaurant. So smooth and made with vanilla and chocolate pudding mix, milk, cool whip, and oreos and topped with sprinkles!!

Course Dessert
Cuisine American
Prep Time 10 minutes
Refrigerate 10 minutes
Total Time 10 minutes
Servings 4
Calories 781 kcal
Author Lil' Luna


  • 1 3.4 oz vanilla pudding mix
  • 1 1/2 cups milk
  • 15 oreos
  • 8 oz cool whip
  • 2 tbsp chocolate pudding mix
  • sprinkles


  1. In a medium bowl, combine pudding mix and milk. Whisk well and refrigerate for 10 minutes.

  2. Place Oreos in a food processor and blend until they become crumbs.
  3. Mix the crushed Oreos in with the pudding mixture and mix well.
  4. Fold in Cool Whip and chocolate pudding mix until well combined and refrigerate for one hour before serving.
  5. When ready to serve, place "grey stuff" in a piping bag and add a dollop to the middle and then pipe a spiral around it. Top with sprinkles.
  6. ENJOY!

Recipe from The Disney Diner.


Kristyn Merkley

My name is Kristyn and I’m the mom of SIX stinkin’ cute kids and the wife to my smokin’ hot hubby, Lo. My mom’s maiden name is Luna, and I’m one of the many crafty “Lil’ Lunas” in the fam. On this site I like to share all things creative – from recipes to home decor to gifts and home decor ideas. Welcome!

More by Kristyn

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Recipe Rating


  1. Oh my, so have to try this. But I think I need the plate! Where did you get the plate? Love your site it is WONDERFUL!

  2. Did you scoop out the cream from the Oreos or leave them whole in the ninja? If you left them whole, the cream doesn’t turn it into a paste like consistency?

  3. 5 stars
    I made this last night and it was delicious! I used fat free cool whip since that is all they had at the store and it turned out well. Also since someone asked and I was curious as well – the oreos will turn into crumbs just fine if you put them in the food processor whole, no need to scoop out the cream. I will be saving this recipe!

  4. The “Grey stuff” recipe looks amazing. Thanks for sharing this with us. It does not mention though how many it serves. I would like to make this for my daughter’s Beauty and the Beast themed bridal shower. We are expected approximately 100 and will also have a marble cake for dessert too. Do you think 4 x’s the amount listed in the recipe would be enough? I would like to fill two nice size bowls of this that guests can help themselves to. Thank you for your help.

    1. That would be perfect! It doesn’t make a whole lot, since it’s just an 8 ounce tub of cool whip with a few more ingredients. You would probably need to do more than 4 x’s. You could always make one batch to see if you like it, then you can see how much it makes & decide from there. Good luck and that theme sounds beautiful!!

  5. Hey, I was wondering how well does it keep? Can I make it the day before I need it? Or is it best made the same day it is eaten?

          1. 5 stars
            Actually just made it for tomorrow, and I threw it in an oreo pie shell so I dont have to pipe it for prettiness!

  6. We’ve made this several times. One of our favorite ways to serve it is piped onto a brownie with crushed Oreo garnish. It’s easy to slice and serve at parties. Thanks for this fun delicious recipe!

    1. 4 stars
      Taste was great but I used mega stuffed Oreos and it was too soft to pipe out. It certainly didn’t come out like icing it was more pudding like. Do you think the Oreos I used made the difference?

      1. shouldn’t be that soft. I don’t think the oreos would have caused that. Did you refrigerate the pudding mix? You didn’t make the pudding according to directions & then add milk? I’m just trying to think of all the reasons.

  7. This is probably a crazy question but the chocolate pudding do you make up with milk as well then add to it or do you just add 2 tsp of the powder to it?

    1. You don’t make up the pudding & then add more milk. You mix the powder & milk & refrigerate & then follow the instructions on the recipe. Hope that helps! Hope you like this recipe, as much as we do!

      1. Is TB tablespoon or teaspoon? I thought tablespoon but Rene above wrote tsp (teaspoon) and you didn’t correct it. So just wanted to confirm. Thanks!

          1. I had a question about the 2 TB choc pudding mix. Do I actually make that into pudding first or am I just folding the “pudding mix powder” with the cool whip?

  8. 4 stars
    Thank you for sharing this recipe!❤️ I am in love with the plate!!!! Did you make it or purchase it somewhere? I would really like these for my daughters wedding!???? It won’t let me give 5 stars???

  9. Hi just
    Had a question on directions. Is the vanilla and chocolate pudding mixed together with milk or do you fold the chocolate powder in later with cool whip on its own? I haven’t been able to find the answer through all of the comments. Thanks for the recipe! Look forward to trying it!

  10. This is great! I am planning a Beauty and the Beast vow renewal next year (25th anniversary) and this will be a perfect surprise for everyone. I am curious about the serving size for this and how many servings this makes? I am planning for 50 people in attendance.

    1. How fun!! It doesn’t make too much. All the ingredients are small amounts. I am now sure how many times you would need to times it by. I would make one batch & see if you like it first, then go from there. It also depends on the serving size.

  11. Does it matter whether we use instant or cook-n-serve pudding mix? I accidentally bought some of each and didn’t realize it until I’d opened them all and saw that the two different vanilla powders were different colors. It’s very snowy out, and I’d really like not to make another drive to the store tonight.

  12. Are we positive that the amount of pudding mix is correct for four servings above? I’m seeing 13.4 oz of vanilla pudding mix. I assumed the “1” was a mistake and just went with 3.4 oz. It still turned out okay, but maybe my pudding just didn’t turn out as great as yours.

  13. 4 stars
    So you dont add both pudding mixes in the very beginning? It states adding pudding “mixture” in step three.

    Is it really important to separate the vanilla from chocolate, adding the chocolate later?