On 30 August 1939 the passenger ship Aurania of the Cunard White Star Ltd, Liverpool was requisitioned by the Admiralty and converted to an armed merchant cruiser. Conversion was completed on 2 October 1939.

Displacement: 13984 BRT
Armament: 8x 152mm, 2x 76mm
Speed: 15 knots

Career:
October 39 - April 40: Northern Patrol
May 40: Halifax Escort Force
June 40 - April 41: Bermuda and Halifax Escort Force
May 41 - October 41: North Atlantic Escort Force
November 41 - March 42: Plymouth Command

On 24 March 1942 sold to the Admiralty because of the damage sustaned in the attack by U-123, laid up for some time, converted to a repair ship finished in 1944 and commissioned as HMS Artifex

In January 1961 she was scrapped at La Spezia, Italy.

Hit by U-boat
Damaged on 21 Oct 1941 by U-123 (Hardegen).