Abstract: A pickup truck bed is covered by forward and rearward panel members that are slideably mounted with respect to the upstanding vertical sidewalls of the truck bed and telescopically mounted with respect to one another. Each panel has downwardly turned sidewalls. A first panel support member is secured to each sidewall of the forward panel member and a second panel support member is secured to each sidewall of the rearward panel. The first panel support member slides atop the second and both are captured by a track member secured to the vertical sidewalls of the truck bed. A weatherstrip-covered lip member at the leading edge of the first panel and another weatherstrip-covered lip member at the trailing edge of the rear panel serve to protect the truch bed from moisture when the panels are closed. Different embodiments are secured by different locking devices.