Abstract: A combination boat/camper shell/pop-up tent apparatus which is mounted to a pickup's bed sidewalls. The apparatus includes an upper and a lower frame. The lower frame is shaped generally to conform with the pickup bed walls, and includes left and right lower side rails, and a lower front rail. The lower rails may be removably secured to the pickup sidewalls by clamps or the like. The upper frame also includes left and right upper side rails and an upper front rail. The upper front rail is hingedly connected to the lower front rail so the rear of the upper frame may be lifted. The upper frame is shaped to accept and hold a camper shell, thus, when the camper shell is on the upper frame and the frame is lifted access to the pickup bed is increased. While the upper frame is in the raised position, tent material may be attached to the frame to provide a tent. Supports hingedly connected to both the upper and the lower frame are provided to hold the upper frame in the raised position.