OceansWide was given and is now restoring a classic Maine Sardine Carrier, the PAULINE, to educate middle and high school students about the vast resources of the ocean and the Gulf of Maine in particular. Using Remotely Operated unmanned Vehicles (ROV’s). We believe the PAULINE is the perfect vehicle for transporting students backward in history and forward into the future. Enabling students to participate in scienitific learning while onboard a piece of history will mean far more to them then reading it from a book and immersing them in technology of the future makes them realize anything is possible. The PAULINE was at one time the pride of the sardine fleet and an icon along the coast of Maine. Fishermen could recognize her from miles away and knew her by the sound of her engine before she came into sight. Older fishermen along the coast of Maine will respect the fact that we care enough to rebuild this part of their history. Some say this is a romantic notion, but we feel it shows a sincere effort to connect with the fishing communities of Maine, to support and restore the fisheries and traditions that have been in the Gulf of Maine for centuries. The PAULINE is both a piece of history and is a work of art, she is a wooden vessel built of reuseable materials. Her former fish holds will be refit for all accommodations necessary for a floating classroom, including darkened ROV operations. There is also space for an on-board flowing seawater lab. Additionally, she will have accommodations to carry an average classroom of students and educators. We realize the cost to restore the PAULINE is no small amount, but she has already had extensive restoration done to her hull. Finishing the restoration of this vessel will be far more economical than it would be to build a new vessel of her dimensions. PAULINE’s design makes her extremely fuel efficient. This is especially important as we plan to explore up and down the coast. She is a sturdy sea-worthy vessel that will capable of demostrating our commitment to safety and professional seamanship. Such a vessel will serve well as an educational, research and outreach platform.