[1] The second was a passenger and cargo ship that was built in 1908, requisitioned in 1914 as the armed merchant cruiser HMS Hilary, and sunk in 1917 by a u-boat.

[4] Hilary was 424.2 ft (129.3 m) long and her tonnages were 7,403 GRT and 4,350 NRT,[5] which made her the largest ship in Booth's fleet.

Via double-reduction gearing and a Föttinger fluid coupling the turbine drove the same propeller shaft as her main engine.

A grounding of a more serious nature occurred on 9 April 1939, when in dense fog the vessel ran aground on rocks at Carmel Head, Anglesey.

Captain L. Evans had anchored off the Skerries because of the dense fog, and then it was decided to make for Holyhead to pick up a pilot and she grounded shortly afterwards.

However, after plugging some holes where rivets had been lost, she managed to get herself off the rocks using her own engines on the next tide, control the leak in No 1 hold, and proceed to Liverpool.

[11][12] For the first year of the Second World War Hilary continued in civilian service, using convoys to make at least three trips from Liverpool to Lisbon.

[16] On 16 October 1940 the British Admiralty requisitioned Hilary and sent her to South Shields for conversion into an ocean boarding vessel.

[17] On 3 May 1941 Hilary intercepted the Italian 5,595 GRT tanker Recco[18] 350 nautical miles (650 km) south of the Azores.

[7] On 10 May Hilary captured the Italian 5,719 GRT tanker Gianna M off Las Palmas and put a prize crew aboard her.

[29][30] In March 1942 she escorted Convoy WN 261 from Oban in the west of Scotland around the north coast to Methil on the Firth of Forth.

[7] In November 1942 Hilary took part in Convoy UGF 2 from Hampton Roads to Casablanca in support of the Allied invasion of French North Africa.

[7] In July 1943 Hilary was Rear Admiral Philip Vian's headquarters ship in Operation Husky, the Allied invasion of Sicily.

[7][8] In September 1943 Hilary was Flag Commodore Geoffrey Oliver's headquarters ship for Operation Avalanche, the Allied landing near Salerno.

On 23 June she became Admiral Vian's flagship for the Eastern Task Force, replacing HMS Scylla which had been damaged by a mine.