This study is focused on speaking. Speaking is an important to be learnt because it is the way to communicate with other people, but in fact the students’ ability in speaking is low. It is caused by students’ limitation in mastering the aspects of speaking such as vocabulary, pronunciation, grammar, and fluency. In this research, the researcher used pop-up story book learning medium to improve students’ speaking ability especially on recount text. The objectives of this study are: (1) To describe the students’ participation during learning process by using pop-up story book to improve speaking ability in recount text (2) To identify the improvement students’ speaking ability in recount text after being taught using pop-up story book. This study is classroom action research that was done in two cycles. The data collection was done using documentation, observation, and test. The data from the observation that had been taken from every cycle was analyzed descriptively while the data from test was analyzed quantitatively. In this research, the researcher used pop-up story book in teaching speaking recount text at MTs Al-Asror Gunungpati Semarang. The participant of this study was 35 students in class VIIIth C. The result of this study showed that using pop-up story book learning media can improve students’ speaking ability on recount text. This is proved by students’ test score that improved in every cycle. In the pre-research, the students’ average score was 55.83. In the first cycle, the students’ average score was 69.38 and in the second cycle students got 74. The result of this study is expected to become the information for teacher of English in teaching speaking especially speaking of recount text.