Acquired by the U.S. Navy from the War Shipping Administration on a bareboat charter, she was converted into an auxiliary transport by the Bethlehem Shipbuilding Corporation at Staten Island, New York and was commissioned on 15 February 1944.

Her sea trials took place in Long Island Sound; and she steamed to Hampton Roads, Virginia, to begin her shakedown cruise.

The 305th Regimental Combat Team of the United States Army′s 77th Infantry Division was combat-loaded on board on 1 July 1944 and TransDiv 38 sailed for Eniwetok in the Marshall Islands the next day.

After a few repairs were made and the ship was provisioned, Regimental Combat Team 32 of the U.S. Army's 7th Infantry Division was embarked for amphibious assault training.

She then sailed for Espiritu Santo in the New Hebrides and Lunga Point on Guadalcanal in the Solomon Islands to embark elements of Marine Air Group (MAG) 33 for delivery to Okinawa, which U.S. forces were scheduled to invade on 1 April 1945.

As a unit of Amphibious Group 4, TF 53, she reached Okinawa on 11 April 1945 and unloaded her cargo at Hagushi Beach and Nago Bay.

Starlight was at San Francisco from 12 May to 11 July 1945, when she departed for Manila in the Philippines with elements of the U.S. Army's 780th Field Artillery Battalion and the 554th Signal Depot Company embarked.

She shuttled troops between Saipan, Tinian, and Guam in the Mariana Islands and Sasebo, Japan, until routed to the United States West Coast in mid-December 1945.

On 5 July 1946, Starlight stood out of San Francisco en route to the United States East Coast and inactivation.

In 1969, Badger State was hired under contract with the Military Sea Transportation Service, and she departed from Naval Weapons Station Bangor in Bremerton, Washington, around 12 December 1969 bound for Da Nang, South Vietnam, with a full load of 8,900 bombs, rockets, artillery shells, and mines for use in the Vietnam War.

Racing to re-secure the cargo in the midst of a major storm, the crew of Badger State used everything they could to shore up the dangerous load of munitions, including mattresses, hatch boards, spare lifejackets, chairs, linen, stores, mooring lines, and even frozen meat.

The bomb rolled across the bottom of the hold and straight out of the hole in the ship's hull, and it landed on the side of the full lifeboat, capsizing it and sending all 35 men into the 48-degree F (6-degree C) water.

Rescue in the heavy seas proved almost impossible, as many of the men in the water were washed away by the surging waves as they were being pulled up to the decks of Khian Star.

By this point the fires aboard Badger State were beginning to set off other munitions, and the cargo in her forward two holds had come loose and was in danger of detonating at any moment.

Now totally abandoned and powerless, Badger State was slowly consumed by fire from the stern forward, and was rocked by numerous detonations as she drifted around the North Pacific for the next ten days.