Abstract: Shanghai School was quite influential and important in modern history of Chinese painting. Influenced by economy, culture and social environment, this school produced a great number of masters either in calligraphy and painting and formed its own striking bird-and-flower painting styles with fresh colors, vivid forms and co-existence of vulgarity and elegance. As a master influenced by this school, ZHANG Da-qian was edified by his mother, sister and brother with charm of Shanghai School in his childhood learning of painting and calligraphy. Later, he followed his brother to Shanghai, Jiangsu and Zhejiang. From his early learning to the fusion into Shanghai School, ZHANG had witnessed his close integration with other masters and painting of this school. Such experience led to the formation and ultimate freeze frame of his style of bird-and-flower painting.