Baby Bear loves his pop-up toy for two reasons. First, it's Sesame Street. Second, the toys suddenly appearing makes him smile almost every time. What mother doesn't love a toy that makes her kid smile? Not to mention, learning to make the toys pop up helps develop fine motor skills, finger/hand strength, and hand-eye coordination. This particular one is especially hard to work (a yard sale find, so I'm not sure how old it is... newer ones I've checked out in stores seem easier to use), so I would recommend examining how user-friendly a pop-up toy is before purchase. I think even the harder to use ones are worthwhile if they include some favorite characters, though.