In December 1758, the British Prime Minister, William Pitt the Elder, requested the building of 12 ships and within a matter of days, orders were received at Chatham Dockyard to start work on a first-rate ship-of-the-line as soon as a dry dock was available.

[4][5] Ships-of-the-line of this period were three-masted, fully-rigged vessels that were strong enough and powerful enough to operate in the line of battle,[6][7] and first rates were the most formidable, carrying 100 or more cannon on three continuous gun decks.

[8] Sir Thomas Slade, naval architect and Surveyor of the Navy was selected to design the ship, the lines of which were copied from HMS Royal George of 100 guns, built at Woolwich Dockyard three years earlier.

[25] When the time came to move Victory out of dock, shipwright Hartly Larkin, designated "foreman afloat" for the event, noticed the ship appeared too wide to pass through the gates.

[26] Once afloat a number of issues became apparent: A distinct list to starboard was corrected with the addition and redistribution of ballast to bring her upright but this exacerbated an existing and altogether more serious problem; the tendency for her to sit heavily in the water such that her lower deck gunports were only 4 ft 6 in (1.4 m) above the waterline.

[39] When Admiral Augustus Keppel chose Victory as his flagship in May 1778, he ordered the 42 pounders to be swapped with lighter 32-pound guns, believing the marginal loss of power was more than offset by the increased manouevrability and thus faster rate of fire.

[19][40][Note 5] Victory's armament was slightly upgraded in 1783 with the replacement of the 6 pounders on her upperworks with 12-pounder cannon, and the addition of two carronade guns, firing 68-lb (31 kg) round shot, to the quarterdeck.

The process involved the fixing of 3,923 sheets of copper to her hull below the waterline to protect her against shipworm and to improve performance by inhibiting the build up of algae and marine animals.

On learning that a French convoy had left Brest on 10 December, Kempenfelt ordered his fleet, comprising Victory, eleven other ships of the line, a 50-gun fourth-rate, and five frigates to intercept.

As the convoy approached its destination, Howe had his ships-of-the-line arranged in two columns with Victory leading but the blockading fleet did not come out to meet them and instead remained riding the storm out at anchor.

[53] On 14 October, fifty ships-of-the-line from the Franco-Spanish fleet began making ready for sea but a change in the wind direction the next day ensured they could not interfere and Howe was able to get the rest of the convoy into harbour.

[56] In 1787, Victory was ordered to be readied for service following a revolt in the Netherlands but before she could put to sea, a Prussian invasion, leading to the signing of the Triple Alliance treaty removed the threat.

[59] When the French Revolutionary War broke out in 1793, Victory joined the Mediterranean Fleet as the flagship of Vice-Admiral Samuel Hood and took part in the occupation of Toulon in August, an action agreed with the Bourbon loyalists who held the town.

[61] Resentment at French rule there had sparked a revolt led by Pasquale Paoli whose guerrillas had driven the invaders into three fortified towns in the north of the island; Calvi, San Fiorenzo and Bastia.

Shortly after her arrival, Victory received Rear-Admiral Robert Mann, who moved his flag from the 74-gun Cumberland, and on the 8 July the fleet set off in pursuit of a French force near the Hyeres Islands.

[70] Hotham ordered a withdrawal of his fleet when the French took refuge in Frejus Bay; by then it was dark and a lee shore wind meant the British would be trapped if they continued their pursuit.

After taking the convoy safely out to sea, Jervis positioned his ships of Cape St Vincent to await a reinforcement of five ships-of-the-line from the Channel Fleet, which arrived on 6 February under Rear-Admiral William Parker.

However Sir Charles Thompson, leading the rear division, chose to continue his course, leaving the following ships in confusion as to whether to proceed as their divisional commander or comply with the Admiral's order.

Jervis, soon after the battle, echoed Grey's concerns, writing how, "...the step of a man from the poop ladder to the quarterdeck made her whole stern frame shake", and adding that, "...every line-of-battle ship in the fleet will be found sound, except Victory".

[24][87] The Admiralty advocated for her full conversion to a prison hulk but reneged after the Navy Board advised that such a complex refitting would be all but permanent and that Victory could never be reverted to a warship.

While returning from escort duty to Lisbon, Impregnable ran aground near Portsmouth and after attempts to refloat had failed, was stripped and dismantled, leaving the Royal Navy short of a three-decked ship-of-the-line.

[100] The Franco-Spanish fleet had encountered Admiral Sir Robert Calder's squadron on 22 July and fought an indecisive action in the fog at the Battle of Cape Finisterre before seeking safety in Vigo and Ferrol.

To decrease the strain on her hull and in response to an Admiralty order issued in November 1807, two of the 32-pounder cannon were removed and the 24-pounders replaced with 18-pounders, relegating her to second-rate in the process and cutting the number of crew required to operate her.

In September, Victory, the 74s HMS Mars and Goliath, the 64-gun Africa and several Swedish ships were keeping watch on a Russian squadron under Admiral Pyotr Khanykov in the port of Ragervik.

Bomb vessels were utilised in an attempt to either destroy the Russian ships or compel them to come out and fight but this failed in both respects and the Anglo-Swedish force had to be content with maintaining its blockade.

[131] The Society for Nautical Research was formed in 1910 to campaign for the ship’s preservation but was unable to secure the backing of the Admiralty, which was at that time being stripped of its assets by an escalating arms race.

Contemporary newspapers included suggestions such as: placing her on a floating plinth, either in Portsmouth or adjacent to the Royal Naval College, Greenwich, a berth on the Thames next to Cleopatra's Needle, or a land-based structure in Trafalgar Square.

[147] In November 2007, Victory's then-commanding officer, Lieutenant Commander John Scivier, paid a visit to USS Constitution of the US Navy, which is the world's oldest commissioned naval vessel still afloat.

[152] Since this contract was placed, the most significant change has been on 5 March 2012, when ownership of the ship was transferred from the Ministry of Defence to a dedicated HMS Victory Preservation Trust, established as part of the National Museum of the Royal Navy.

[157] The lower mainmast of Victory was removed in 2021 for conservation which was the beginning of a major set of works to construct a large scaffold over the ship to allow for hull replanking over the next decade.