English is taught in Modern Islamic Boarding School  as one of  language competences must be mastered by the students  beside Arabic. The teachers find  difficulties to implement  learning models that make the students to be active  and  the students need others learning variation.  Research and Development (R & D) design is used in this  research  that aim  to produce the development of “Project Based-Learning Model” plus VCD to improve the Students' English Ability of Modern Islamic Boarding School at Malang Area. The model of development is adopted by  Borg and Gall Model  starting from collecting information,  development of initial product, 1st expert validation, 1st  product revision, 2nd expert validation, 2nd product revision, tryout, and final product. The Experts’ English Material validation conclude that formulation of learning objective, content, material selection for development of “Project Based-Learning Model” have got category of  Excellent. The validation of the Expert of Media  conclude that final product of VCD have been appropriated  with the aspects  of  learning media that are feasible to be applied.