The purpose of this research is to develop teaching media in form of pop-up book to practice speaking activity of students in X grade of SMA 3 Klaten and to comprehend the practical use of this method. This R&D research utilizes six methods: a) analysis of potentials and problems, b) collecting data, c) designing the pop-up book, d) critique and opinion about the design, e) editing process, and f) practicing the book in class. This research also uses questionnaire in order to know the book’s quality and the reader’s response. Pop-up book is the product of this research. The research also shows that 1) its material scores excellent with 88.88%, 2) its practicality as teaching medium scores 92.85%, as excellent, 3) and the readers’ response scores 86.45% as very good. This concludes that teacher can use Pop-up book to practice speaking activity in the class.