Abstract: A vehicle tonneau cover for covering a bed of a pickup truck has a base frame, a connector assembly configured to couple the base frame to a bed rail, a top cover having a front end and a rear end and opposite side edges, and an actuator assembly operatively coupled to the front end of the cover to raise and lower the front end of the top cover. First and second side walls extend on opposite sides between the top cover and the base frame and between the front end and the rear end, each side wall having first and second panels and a first hinge coupled between the first and second panels. The first and second side walls at least partially fold when the cover is lowered.