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Disney World’s “Grey Stuff” recipe!! Tastes just like the recipe from the Be Our Guest restaurant. So smooth and made with vanilla and chocolate pudding mix, milk, whipped cream, 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.

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 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!

For more great Disney recipes, check out:
- Dole Whips
- Mickey Beignets
- Sweet Coleslaw
- Corn Dogs {Disney Copycat Recipe}
- Jack Jack Cookie Num Num

Grey Stuff Recipe
Ingredients
- 1 3.4 oz vanilla pudding mix
- 1 1/2 cups milk
- 15 oreos
- 8 oz cool whip
- 2 tbsp chocolate pudding mix
- sprinkles
Instructions
- In a medium bowl, combine pudding mix and milk. Whisk well and refrigerate for 10 minutes.
- Place Oreos in a food processor and blend until they become crumbs.
- Mix the crushed Oreos in with the pudding mixture and mix well.
- Fold in Cool Whip and chocolate pudding mix until well combined and refrigerate for one hour before serving.
- 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.
- ENJOY!
Nutrition
Nutrition information is automatically calculated, so should only be used as an approximation.
Recipe from The Disney Diner.
What kind of pudding? This may be something that doesn’t translate well, but over here “pudding” refers to anything you might have after dinner as a sweet treat, though traditionally its a steamed sponge kind of thing (again traditionally a suet sponge, but in more modern times they leave out the suet). Its synonymous with “dessert”. So a mix for a vanilla cake or a vanilla custard could both count as “vanilla pudding”. Is it meant to be more along the lines of Angel Delight (which is texturally like an airless mousse) or something that is more gelatinous like a crème brûlée mix?
American “pudding” is similar to a slightly less firm crème brûlée or a very thick, smooth custard. You might search for “Jell-O” brand vanilla pudding to find a box online. I also have a vanilla pudding recipe you could try: omit the box of pudding mix and the milk from the Grey stuff recipe and use 1.5 cups of the homemade pudding.
Hi! Can this be frozen?
You could freeze it, but the consistency will probably be a bit different when it thaws again.
Would really encourage you to update the first step of the recipe to specify “vanilla” pudding mix, as I see I’m not the only commenter who didn’t read ahead and assumed all pudding mix went in the first step, ruining any chance of producing the titular grey color. I also used the widest piping tip possible but despite having processed the cookies (with cream as suggested) quite finely, inevitably it would clog after a short piping distance and made it impossible to pipe continuously. Not sure how to troubleshoot that? Overall, it was okay.
I just did this and now I’m paranoid I ruined the entire recipe 😭
My Great grandniece wants me to make the groom’s cake for her wedding. Would this make a good frosting?
Can this be made ahead of time and frozen?
LOVE IT 😍😍😍😍
Ok so I added the chocolate as well as vanilla together at the beginning because I didn’t read correctly 🙃 what will happen to my recipe? In case I can know before waiting two hours, only to start all over again… tia!!
Making today and looks good but the slider going from 4 to 8 recipes doesn’t add up. The vanilla pudding goes from 3.4 to 8.8 when doubling. Also the pudding recipes show different amounts of milk so not sure which to follow there if 3 cups is enough for 8 servings or if it needs 5 cups like the pudding recipe says
Thanks for letting us know. We’ll look into it! 🙂 Hope you enjoyed the recipe!
Trying to convert the recipe for a party! Based on this recipe, what is the actual serving size?(oz/cups/anything lol) Thanks so much!
You can determine the serving size. I’d say this full recipe makes enough for 4-6 people, depending on how much you want to serve. So anywhere from 1/2 cup to 1 cup or so.
I loved it! it was so good. grey stuff is so amazing!
Yay! So glad you enjoyed it!
Does the pudding need to be instant or can I use cook and serve?
NVM…initially I couldn’t scroll up high enough. Instant it is:)
Can I make this a day ahead of time or will the cookies get too soggy?
Absolutely!! You can totally make this ahead of time. 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.
Can you use sugar-free pudding mix & Cool Whip for this recipe?
I haven’t ever tried subbing for sugar free pudding, but I imagine it would work! If you give it a try, you’ll have to let us know how it turns out!
I made this for a banquet that was Beauty & the Beast themed and it truly was delicious!
Two notes: I put the servings in little 2 oz cups (which seemed like enough for a serving, as it’s pretty sweet) and a batch of the recipe made about 20-25 servings. Also, if you’re using a pastry bag, make sure to get the Oreos super fine so they don’t clog the tip (it was my first time using a pastry bag, so that was probably just a rookie mistake).
Thanks so much for the tips. Those are super helpful! I hope your banquet went well!
Hello – The recipe is coming out very watery. any advice?
Hmm..it shouldn’t be. Maybe add a little less milk. Did you refrigerate?
Love all the Disney recipes! And with Oreo😁
I made grey stuff last night and used it as frosting on a batch of brownies that i made to celebratee a birthday at work. it was a huge hit. I was hoping there would be at least one brownie left so I could take it home to my husband, but the plate was empty early in the day.
thanks for sharing this fun and delicious dessert recipe.
You are so welcome! That would be so good!! Thanks for sharing that! Guess you’ll have to make more 🙂
Is this supposed to be made with instant pudding mix or cook and serve pudding mix?
Instant pudding 🙂 Hope you like it!
is it chocolate or vanilla pudding
Both! It’s mostly vanilla pudding with a little bit of chocolate. Exact directions are in the recipe card in the post. 🙂
DELICIOUS dessert and super fun to serve at a DISNEY FUNCTION.
The quickest coolest dessert sure to pleaSe anyone that loves oreOs!
This Grey Stuff is an absolute favorite of mine at disneyland! I am missing not being able to go. Glad I can make some at home now!
A must have at Disneyland! It’s so creamy & so good! My kids fight over it!
Can’t help but to start singing the song! We love this stuff. It’s so creamy & so easy to make!
Good bUt the directions are super unclear
Wow
Hopefully, that means you like it 🙂 Thank you!
I made this tonight! It was easy and It tasted amazing! I will def be making this again!
Glad you tried it! Thank you so much for sharing that!
Do you eat this like pudding with a spoon or is it More of a dip for vanilla wafers or something like that?
Either & or both!! 🙂
How large is the serving size?
do you think I could use almond milk in this recipe? I wonder if it would change the flavor?
I personally haven’t tried, but you for sure could 🙂
Almond milk will not work. Same with soy, lactaid, oat, etc. You need real milk. Whole is best.
Almond will not work. Same for soy, lactaid, oat, etc. you need real milk. While works best, but you can use 2%.
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?
Did you mean 3.4 oz box of pudding? The recipe says 13.4.
Oops..yes 🙂 I fixed it. Thank you for catching that!
The recipe Still says 1 3.4 Ounce pudding, A little confusing. It looks like 13.4 ounces.
Right. 1 (one) 3.4 oz box. The space is the indicator that the numbers are separate.
HI i have a question, i am baking a cake how do you think this would do as a filling??
Thank you
I have never tried, but I think it would be good!
It compliments choc cake very well. Just use a little less milk and refrigerate after your cake is assembled.
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.
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.
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.
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.
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!
Yes, the two are mixed with the milk, then you will add the oreos, & later the cool whip 🙂 Hope you like it!
Hi! Is this thick enough to be used as a cake frosting or filling?
Yes, you could 🙂 It would make a great filling!
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???
You are welcome! I bought it, but can’t remember where..LOL! We love this stuff! I would google or try amazon?
I know this is many years late but I just found your recipe and I know the answer to the question haha. I have the same plates. It was part of a line of plates and bowls and platters for “Be Our Guest” chalkboard theme from Disney. I got my bowls AT disney and my plates came from the ShopDisney site. Unfortunately, you really only get them from ebay now…and that’s pretty rough! They’re my every day set in my kitchen, though, and I love them! I hope you found them back in 2018! I think they were discontinued around that time, though.
In other news, thanks for the recipe!
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?
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!
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!
TB is tablespoon. I must have missed what she wrote. Hope that helps you! Enjoy!
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?
You just use 2T of the pudding mix 🙂 Thanks & enjoy!
Has anyone calculated how many ounces this makes?
Hi, have you ever tried it without the Cool Whip, with whipped cream instead maybe?
I have not, but it would probably be great! Thanks so much! And, hope you like!
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!
That sounds so good!! Thanks for sharing that!!
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?
Hmm..it 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.
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?
I would suggest eating the day you make. I haven’t tried making it ahead, but that’s just my opinion. Hope that helps!! Thank you!
It actually tastes better the next day imo
I am glad you think so! Thank you for sharing that!
Actually just made it for tomorrow, and I threw it in an oreo pie shell so I dont have to pipe it for prettiness!
Perfect!! Thank you so much for sharing that! Happy Thanksgiving!
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.
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!!
This recipe is awesome! Easy to do and the kids love it! Making it for the second time in 2 weeks now.
Haha..my kids love it, too!! Thanks for letting me know! I love to know when recipes are a keeper!!
This sounds delicious but do you think you can top cupcakes or a cake with this?
Hmmm, I haven’t tried it but you could probably top it on a cold cake (one that needs refrigeration). 😉
We make this to frost chocolate cupcakes. Works well with peppermint Oreos, too.
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!
Hi! I’d like to make this ahead of time for a party, do you know how long this is going to keep?
I’d make it the day of, fresh is best 🙂 The morning of will be good.
How many will this serve?
I was wondering the same!
Depending on the serving size, it could feed 4-6:)
Loveee this! My boss just came back from Disney and raved about this. I can’t wait to make it for her. Thanks so much!!
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?
I was wondering this as well!
You put them in whole. Hope that helps!!
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!
Yes, you do! It’s so yummy!! And the plate is from Disney World. We were there in May over Mother’s Day and my kids picked it out for me. 😉
Thank you Kristyn. Have a good day!
You too, Liz!!