For most kids, reading a pop-up book is more interesting than an ordinary book. With our system, we can create the same effects from plain photos and 2D image as the pop-up book and make the viewing process of the 2D images more fun than usual. Recently, the techniques creating 3D effect from plain photographs have been proposed. Most of these focus on recovering the 3D scene from the photos so the viewer can take a tour into the pictures. However, since the 3D scene is built by constructing the geometry planes, it usually results in goofing during the tour. Furthermore, the acceptable types of input image for such purpose are also very limited. For the image with only a few objects, such technique does not work. In this thesis, we propose a new semi-automatic system that is able to create interesting 3D effects from plain photographs. By directly projecting the ground plane without the use of camera parameters, we avoid the problem of creating images with wrong depth ratio and texture distortion. Additionally, we have introduced two types of acceptable image: one with the ground not in the picture, the other with the objects outside the range of ground. With our system, one can easily convert his home pictures or drawings into 3D pop-up image and experience the viewing of these converted pictures/drawings similar to the opening an pop-up book.