There’s an intense, almost crazy gleam in James Cameron’s eyes when he talks about one of the greatest inspirations of his life–Titanic. "When I first went to Titanic, I was so in awe of just being there that I couldn’t really think beyond that. You’re really there; you’re experiencing it up close. It’s only then that you truly see what a magnificent artifact this is."

Now after shooting the first IMAX Titanic doc in 1992 and (of course) writing, directing and producing the highest-grossing film of all time in 1997, Cameron is attempting to make history again with his groundbreaking IMAX, 3-D documentary Ghosts of the Abyss. Cameron’s new technology allows him to capture real images of the doomed ship as it’s never been done before.

"I was hoping there’d be a way to make history, science and oceanography more exciting, especially for kids. So I really like the idea of doing a documentary, pumping up the volume a little bit, but still being absolutely truthful. The purpose was to do the most beautiful imaging that we could of the ship, and to do the most thorough investigation of that ship that was possible."

To that end, Cameron enlisted a crew of scientists, historians, ecologists and the best team of underwater specialists he could find to make Ghosts. The director then collaborated with Sony and art director Vince Pace to invent an entirely new piece of technology called the Reality Camera System, which puts a whole new spin on realism in film.

"We can’t get hundred of thousands of people to go jump on the ship with us and go out on an expedition and go down in a sub," he explains. "But you can feel like you’ve been there. You can feel like you’ve made that dive."

And what did Cameron and crew find at that sometimes eerie, sometimes magnificent site? Actor Bill Paxton (Frailty, A Simple Plan) who narrates of Ghosts, describes his own, unforgettable moments.

"When you think of Titanic, you think of the enormity of the ship," says Paxton. "[But] you don’t get that when you first approach the bow because it’s so dug in; 60 feet of the bow of the ship is in the sand. Then you go mid-ship, the boat deck level, and you shine one of those lights down the side. Suddenly it’s so big that you go, ‘Oh my god, it’s just going to swallow us.’ You can literally see all of the decks where the ship just tore in half, all the way down to the boilers. That grabbed me. I felt the hairs [stand up] on the back of my neck."

For Cameron, going back to Titanic was a surreal experience. "It was a strange circle that was closing, because I made 12 dives in ’95, so seeing it again years later, it was almost like returning to an old neighborhood. "[For Titanic], we had built all the sets as a contiguous set where you can go from level to level. I had been up and down those stairs, through the reception room and the dining room, for months on end."

Cameron ponders and adds, "So the strange thing was here I was now on the real ship, but having a sense of déjà vu in a place that nobody had ever been before. Very strange."

Paxton sums up his experience by simply saying, "I didn’t want to violate [the Titanic] in any way; I don’t want to take some weird pride in this. I’m just a lucky guy to get to go on a journey that not too many people will ever get to take. What an opportunity of a lifetime."