Abstract: A hard folding cover system for securely covering the bed of a pickup truck that can be opened or closed without the need to manually lift and fold individual panels sequentially in order to access the bed of the truck. The cover includes a plurality of hard folding panels that pivotably interconnected by alternatingly attached up-acting hinges and down-acting hinges whereby the panels are configured to sequentially fold and retract lengthwise while riding along side tracks. The cover is configured to operate between a flat position and at least one retracted position; in the retracted position, at least one of the folding panels is in a substantially vertical position. As the cover is retracted, the panels sequentially fold vertically toward one another. The retracted position, the panels do not block a rear window or brake light of the vehicle on which the cover is installed.