John Fitzhugh Millar commissioned the ship's construction in anticipation of the 1976 Bicentennial, working from original British Admiralty drawings of HMS Rose, a 20-gun sixth-rate post ship from 1757. Naval architect Phil Bolger took those centuries-old plans and made subtle improvements, sharpening the hull entry so she could sail closer to the wind than her ancestor ever could. The Smith and Rhuland shipyard in Lunenburg built her, the same yard that had already proven itself with successful replicas of the Bounty and Bluenose. When Rose launched in 1970, she represented an unusual hybrid: historically accurate enough to pass muster with historians, yet modified enough to actually function as a sailing vessel. For her first decade, she served as a dockside attraction in Newport, Rhode Island, occasionally sailing the harbor and even appearing in the 1972 television film The Man Without a Country.

By 1984, Rose had fallen into serious disrepair. Kaye Williams purchased the deteriorating vessel and brought her to Bridgeport, Connecticut, where the HMS Rose Foundation operated her as a sail training vessel throughout the 1980s and 1990s. Generations of young sailors learned the ropes quite literally on her decks, climbing masts and handling canvas in the age-old tradition of the sea. The ship's figurehead, affectionately named Chester by the crew, had to be replaced twice during this period. In June 1998, a storm off Bermuda damaged the second figurehead while Rose was en route to Norfolk, Virginia. Throughout these years, Rose accumulated the kind of character that only comes from hard use: salt-weathered timbers, lines worn smooth by countless hands, and stories from every port along the Atlantic coast.

In March 2001, 20th Century Fox purchased Rose for a role that would transform her identity forever. Director Peter Weir needed a ship to portray HMS Surprise in his adaptation of Patrick O'Brian's beloved naval novels, Master and Commander: The Far Side of the World. The modifications were extensive: a reshaped stern, all deck structures removed and rebuilt to period specifications, the single ship's wheel replaced by an authentic double wheel, fighting tops fitted to the masts, new sails cut, and Chester the figurehead replaced with one appropriate for her new character. When Russell Crowe stepped aboard as Captain Jack Aubrey, the rechristened Surprise became the most famous tall ship in cinema since the Bounty. In 2010, she returned to the screen as HMS Providence in Pirates of the Caribbean: On Stranger Tides, proving her continued value as a floating piece of movie magic.

After filming wrapped, the Maritime Museum of San Diego leased and then purchased the vessel, beginning restoration work in September 2007 to return her to sailing condition. The museum officially re-registered her as HMS Surprise, honoring the role that had brought her such recognition. Today she sails several times a year alongside the museum's other tall ships, including the schooner Californian and the 1863 barque Star of India. In 2020, the museum replanked her deck, and in 2022 she returned from additional restoration work by the Pacific Maritime Group. She remains a Connecticut Naval Militia vessel by a quirk of law: when she was sold to Fox, Connecticut's General Assembly never repealed the 1991 act commissioning her. She has never been commissioned in the Royal Navy, yet she carries the HMS prefix as a tribute to the fiction that made her famous. Moored along the Embarcadero, Surprise embodies a peculiar kind of authenticity: not historical fact, but something more enduring, a story brought to life in wood and canvas and iron.