This chapter presents a novel Lighter-Than-Air-Vehicle (LTAV), named Flying Octopus. It is comprised of a helium balloon, four independently controlled wire-driven flapping wings, and a midsection which connects the balloon and flapping wings (as well as housing all the electronics). Each wing is a continuous membrane, and can be bent up to 100 degrees by the wires. The wing flapping is generated by the bending motion. With proper control, the Flying Octopus can fly in 3D space freely, including vertical and horizontal movement.