Mathematics is often considered difficult by some students at the time of learning. To be a bridge for students in learning mathematics, contextual-based pop-up book learning media is needed in teaching and learning activities. Based on the above background, some problems arose, namely: 1) How are the results of developing contextual-based mathematics learning media using valid pop-up books? 2) How is the teacher's response to contextual-based mathematics learning media using pop-up books? 3) How do students respond to contextual-based mathematics learning media using pop-up books? This study aims to: 1) Produce a valid pop-up book mathematics learning media based on eighth-grade flat-sided wake-up material. 2) Knowing the teacher's response to the developed media. 3) Knowing students' responses to the developed media. This study uses a 4D development model: define, design, develop and disseminate which is modified into 3 stages, namely defining, designing, and developing. The trial was carried out at SMP Negeri 2 Pemalang with research subjects of 10 students for eighth grade A. From this study, it was found that the developed media had met the valid criteria by getting an average value of 4.54 from the validator, the teacher's response got a score of 4.63 which means it was very helpful for the learning process, student responses got a percentage of 79% which can help in the learning process. learning.