Wing hearts are small pumping organs that maintain the flow of hemolymph through the wing veins of insects. In Drosophila, these organs consist of parallel oriented muscle cells and a simple epithelium of connective tissue. Both tissues originate from eight embryonic wing heart progenitors (WHPs), which remain dormant until late larval stages. Most of the differentiation and maturation takes place during the pupal stage following head eversion. In this study, we have used the tissue specific expression of Gal4 enhancer lines, in combination with the live cell markers GFP and DsRed to investigate pupal wing heart development in conjunction with the surrounding tissues. We found that WHPs interact with the tracheal system and specific expression domains of the adult epidermis. Additionally, wing heart development occurs simultaneously with the remodeling of the dorso-lateral epidermis into the scutellum and the scutellar arms. Myogenesis in wing hearts comprises known processes such as founder cell specification, but also new features like removal of growing myotubes, and nuclei movement. Wing heart epithelium development is accomplished by the mesenchymal-epithelial transition of WHPs and occurs slightly delayed to muscle development. The epithelium represents a novel mesodermally derived secondary epithelium. Moreover, we have identified a nerve that runs along the epithelium and innervates the wing heart muscle cells.