Abstract: A dual purpose sleeping apparatus which allows a pet to sleep on top (20) of the pet bed, or to climb inside and be directly covered. It consists of a top (20), ribbed sides (30) which allow telescoping action as the pet enters and exits, and a cushion base (40). When the bed is not in use it gives the appearance of a typical pet bed mat due to the action of the ribs (30) and the top (20) framing material (70). As the rib (30) collapses, the rib insert(s) (32) position(s) the top (20) over the base (40). The framing material (70) around the perimeter of the top (20) serves to keep the edges spread over the base (40).