This study conducted to determine the improvement of vocabulary retention in students by using Pop-Up Book. The study is shown in two research objectives. First, to determine whether there is an increase in vocabulary retention in students by using Pop-Up Book. Second, whether there is a significant change in vocabulary in students. The researcher uses quantitative methods to determine whether there is an increase in student’s vocabulary retention. The participants were first grade students of SMA Negeri 1 Peudada. In gathering the data, the researcher used the test as a research instrument. The test was divided into two stages, namely the pre-test and post-test. this test was conducted to determine whether there was an increase in vocabulary retention in students by using Pop-Up Books. Based on analysis, the results showed that there was an increase in vocabulary retention in students by using Pop-Up Books. This can be seen from the average pre-test score of 38.09 while the average post-test score is 69.41 out of 22 students. Based on these results, the post-test score is higher than the pre-test score with a difference of about 31.36. Pop-Up Books can develop students easy to memorize vocabulary and also make them interested in it. They also agreed that using pop up books helped them in learning English. As a media Pop-Up Book has a positive impact on students in learning and improving their vocabulary retention.