HMS Penelope (97) was commissioned in November 1936.

At 16.54 hours on 22 Aug 1943, U-431 (Schöneboom) fired a spread of four torpedoes at HMS Penelope (97) and HMS Aurora (12) about 65 miles north-northwest of Palermo and observed one Aurora-class cruiser stopped after one hit and heard an additional detonation after five minutes, but in fact the torpedoes missed.

At 06.58 hours on 18 Feb 1944 the unescorted HMS Penelope (97) (Capt G.D. Belben, DSO, DSC, AM, RN) was hit in the after engine room by one torpedo from U-410 while en route at 26 knots 35 miles west of Naples. The cruiser sank immediately after being hit in the after boiler room by a coup de grâce at 07.16 hours. The commander, 24 officers, 368 ratings and 24 Marines were lost. The survivors were picked up by HMS LST-165 and HMS LST-430.

HMS Penelope (97) was returning from bombarding enemy positions during Operation Shingle, the landings at Anzio, in which she was part of the Gunfire Support Group TG 81.8, comprising of USS Brooklyn (CL 40), USS Woolsey (DD 437), USS Mayo (DD 422), USS Trippe (DD 403), USS Ludlow (DD 438) and USS Edison (DD 439).