[5][6] Orders from Admiralty to build the Coventry-class vessels were made after the outbreak of the Seven Years' War, and at a time in which the Royal Dockyards were fully engaged in constructing or fitting-out the Navy's ships of the line.

The choice of name followed a trend initiated in 1748 by John Montagu, 4th Earl of Sandwich, in his capacity as First Lord of the Admiralty, of using figures from classical antiquity as descriptors for naval vessels.

[1][10][b] In sailing qualities Actaeon was broadly comparable with French frigates of equivalent size, but with a shorter and sturdier hull and greater weight in her broadside guns.

[12][13] She was also built with broad and heavy masts, which balanced the weight of her hull, improved stability in rough weather and made her capable of carrying a greater quantity of sail.

[15][d] Among these other ranks were four positions reserved for widow's men – fictitious crew members whose pay was intended to be reallocated to the families of sailors who died at sea.

It was Clements' first independent command, though he had distinguished himself six months earlier as first lieutenant aboard HMS Unicorn, taking control of that vessel upon the death of its captain, and guiding it to victory over two French privateers.

The fitout proceeded apace and was completed by the end of the year but there were difficulties with the crew; as a new captain aboard a new vessel, Clements struggled to attract skilled seafarers as volunteers and was forced to content himself with what could be supplied by the press gang.

Hawke ordered his squadron to engage but the water was too shallow for any of his ships to draw near; for their part the French made sail to flee towards the port of La Rochelle.

[21] While on this station, Clements observed that the routine business of cleaning of Actaeon's fir-built hull had left the planking "extremely ragged" despite only one year at sea.

[23] Actaeon finally departed the Basque Roads in June 1758, joining a squadron of 22 ships of the line, under Admiral George Anson, which was loosely blockading the port of Brest.

[25] On 23 November she was close to the shore when her crew sighted a French fleet comprising five ships of the line, five frigates and around sixty merchant vessels, attempting to escape the blockade.