Based on a Yuki Ito hand-carved original, the Megabass PopMax topwater lure ups the ante of the well-respected Megabass Pop-X with a larger body and redesigned gill-system. The PopMax features a unique gill system that consists of six water intakes and a water chamber, creating life-like bubbles and chugging-action. The intakes channel water through the gills and out to the sides, creating a unique splashing/chugging action on the surface, while two intakes channel water into the internal chamber and out below the PopMax, generating enticing bubbles and disturbance that will catch the attention of fish. This system acts like a lip, utilizing the water pressure that is pushed through the lower chamber to keep the lure from skipping across the water, helping to keep the lure grounded so it can be worked faster. In addition, when the lure is paused, water flows out of the chamber, causing the Megabass POPMAX to raise its head and survey its surroundings. The Megabass POPMAX topwater lure can be worked as a conventional popper, and with gentle rod-tip action, the Megabass PopMax will roll-walk dynamically, Combining the winning elements of both poppers and dog-walkers.