An automatic spa cover for covering a spa is described having a retractable frame, which rides along a top surface of the spa, attached to a front edge of an insulated cover. A motorized cover roller is attached to a back edge of the insulated cover and functions to roll up and retract the insulated cover and pull the frame to slide along the top lip of the spa side walls to retract the frame. In one embodiment, the frame is spring-loaded and extends from its retracted position to its extended position by the force of the springs. In an alternative embodiment, conventional actuation devices may be used to extend the frame. It also includes a retractable angled top cover covering the retractable frame which is supported by a curved guide proximate the motorized cover roller.