Abstract: A truck bed cover is adapted to be attached to a toolbox. The cover is hinged to the rearward portion of the toolbox, thereby leaving the toolbox accessible even when the cover is closed over the bed. A single hydraulic cylinder may be used to raise and lower the cover. The hydraulic cylinder is anchored using cross pins in elongated slots. The anchor points are allowed to move so that upon closing the cover the cylinder shifts into a position which does not consume much of the useful space within the bed. A recessed channel on the underside of the cover locks over the pickup bed sides and the tailgate. When closed, the hydraulic cylinder pulls the cover tightly against the pickup truck body—thereby securing the contents of the bed. In addition, certain elements of the invention can be adapted for use in a cover which is not attached to a toolbox.