Abstract: A bed cover for covering the cargo bed of a truck and for providing additional passenger seating, the bed cover including a shell for attachment to the cargo bed, an apparatus for attaching the shell to the cargo bed, the shell having an interior opening passing therethrough, the opening facing upward when the shell is attached to the cargo bed, a passenger seat positioned within the opening, the passenger seat having a substantially horizontal bench portion positioned beneath the opening, and a device for shifting the horizontal bench portion of the passenger seat away from beneath the opening to thereby provide access to the interior of the cargo bed.