HMS Prince of Wales, a 35,000-ton King George V class battleship built Birkenhead, England, was completed in March 1941. In late May, while still not fully operational, she was sent into action with the German battleship Bismarck and received significant damage from heavy gunfire. Following repairs, Prince of Wales carried Prime Minister Winston Churchill across the Atlantic to Newfoundland. There, on 9-12 August, Churchill joined U.S. President Franklin D. Roosevelt for the Atlantic Charter conference, the first meeting between the two English-speaking leaders of what was emerging as the "Grand Alliance" against the Axis powers.

Following her return to British waters, Prince of Wales went to the Mediterranean, where she successfully engaged Italian planes off Malta in late September. Sent to the Far East with the battlecruiser HMS Repulse to counter the swiftly developing Japanese threat in the region, she arrived on 2 December 1941. On 8 December, the day of the Pearl Harbor Raid on the other side of the International Date Line, the Japanese landed in northern Malaya. Prince of Wales, Repulse and four destroyers were sent to attack the invasion force. After finding no targets, the British ships were returning to Singapore when, late in the morning of 10 December, they were attacked by a strong force of Japanese high-level bombers and torpedo planes. With no friendly planes to protect them, both heavy ships were hit several times. Repulse sank at about 1230. Prince of Wales capsized and followed her to the bottom less than an hour later. The first capital ships to be sunk by air attack while operating on the high seas, their loss further shocked a naval world already stunned by the events at Pearl Harbor only a few days earlier.