HMS Barham, a 27,500-ton Queen Elizabeth class battleship built at Clydebank, Scotland, was completed in October 1915. During the First World War, she served in the North Sea with the Grand Fleet and after the end of that conflict was an active member of the British battle fleet. The battleship was modernized in 1931-34, emerging with a single smokestack, enhanced protection against long-range gunfire, bombs and torpedoes, an improved anti-aircraft gun battery and an aircraft catapult.

Barham operated in the Atlantic and Mediterranean during World War II. She was damaged by a German submarine torpedo in December 1939, while at sea north of the British Isles. In September 1940, she engaged the French battleship Richelieu at Dakar, Senegal. Barham was in the Mediterranean in 1941, taking part in the Battle of Cape Matapan in March and receiving bomb damage in May. On 25 November 1941, while steaming to cover an attack on Italian convoys, HMS Barham was hit by three torpedoes from the German submarine U-331. As she rolled over to port, her after magazines exploded and the ship quickly sank with the loss of over two-thirds of her crew.