HMS Surprise was a 38-gun frigate of the Leda class of the Royal Navy, although all these fifth-rate frigates were re-classed as 46-gun under the general re-rating of February 1817, from when carronades on the quarterdeck and forecastle were included in the rating.

Surprise was ordered on 10 April 1809 at Milford Dockyard in Pembrokeshire where her keel was laid down there in January 1810.

During the War of 1812, under Cochrane's command, she served initially on the Leeward Islands, where she captured the American privateer Decatur on 16 January 1813.

[1] Surprise, Elizabeth, Opossum, and Spider were in company on 13 March 1813 when they captured Lark.

From June 1814, her captain was George Knight, and she was present at the bombardment of Fort McHenry in September 1814.