The festival draws about 200,000 visitors to San Diego's North Embarcadero area each Labor Day weekend -- many who come to see the tall ship HMS Surprise, star of 2003's "Master and Commander: The Far Side of the World" with Russell Crowe.
The Surprise is a replica of a 24-gun British frigate.
The fun starts on August 29 when the tall ships strut into the harbor and fire off their canons before docking.
"We'll have two or three ships in a battle out here on San Diego Bay, and you can hear it from all over the place," said Maritime Museum of San Diego's Robyn Gallant.
Also check out the parade, fun pirate culture and memorabilia.
The Surprise shares the festival spotlight with another legendary tall ship: the Californian, a 145-foot replica of a cutter designed to catch smugglers during the 1840s Gold Rush.
3. Viva Florida 500, Miami
It's named the Juan Sebastian de Elcano, and what sets this tall ship apart is its immense size.
It's damned long: 370 feet. That's longer than an American football field.
Only two other tall ships in the world are larger.
It's tall, too. Its four masts stretch nearly 160 feet into the sky. That's about as high as a 16-story building.
This training vessel for navy midshipmen in Spain's Naval Academy gets around. It has circumnavigated the globe 10 times since its first launch in 1927.
The Juan Sebastian de Elcano is named after the first commander to sail around the world in the 16th century. (De Elcano's captain, Ferdinand Magellan, was killed in the Philippines and didn't complete the voyage.)
The ship will be in Miami to help Florida celebrate 500 years since Europeans discovered what's now the Sunshine State. The vessel is scheduled to anchor at the Port of Miami from May 1-6 with special events at nearby Bicentennial Park. The ship is scheduled to stop at Port Canaveral, Florida, on May 8-10.
4. Toshiba Tall Ships Festival, Dana Point, California
This festival kicks off on September 6, with a parade of nine tall ships sailing from South Laguna to Dana Point Harbor, cannons blazing. The weekend continues with on board tours, concerts, pirate and marine science educational events.
5. Tall ship Elissa, Texas Seaport Museum, Galveston
They say she's the real deal -- a piece of history.
Back in 1877 craftsmen shipwrights in Aberdeen, Scotland, laid the iron hull for a three-masted sailing gem that would be christened Elissa.
Now 136 years later, Elissa is a full-fledged Texan and is billed as one of the longest continuously sailed ships in the country, if not the world.