HMS Illustrious, one of a class of six aircraft carriers, was laid down at Barrow on 27th April, 1937 as Ship No. 732. She was launched by Lady Henderson on 5th April, 1939 and sailed from Barrow on 25th May, 1940. A second carrier of the class, Indomitable, was also built at Barrow in a programme about six months behind Illustrious, while a third, Victorious, was built concurrently by Vickers Naval yard on the Tyne. Illustrious, designed to carry 36 aircraft and 1,392 officers and men, was 753 feet long and 96 feet wide. She was armed with sixteen 4.5 inch dual purpose guns, forty eight 2-pounder A.A. guns and thirty eight 20 mm. A.A. guns. Her main armour, supplied by English Steel Corporation, was 4.5 inches thick. Her service speed was 31 knots, driven by Barrow built turbines.
As soon as Illustrious joined the Fleet, she was sent to the Mediterranean under Admiral Cunningham. Her swordfish aircraft attacked Italian ships and shore installations, sinking a destroyer, before her first great battle honour at Taranto on 11th November 1940 when her Swordfish were instrumental in immobilising half the Italian navy within a few minutes. Thereafter she escorted many convoys for the supply of Malta, finally suffering major damage from German dive bombers on 10th January, 1941. She arrived in Valetta harbour with fires still raging, and the Captain immediately sent a signal to the Barrow workforce congratulating them on the workmanship which had enabled the carrier to stay afloat.
In the following weeks, while under repair, she was again hit by bombs during the Italian and German raids on Valetta harbour. She did manage to return the Fleet for a short time, but was in need of major repairs. She sailed under the command of Earl Mountbatten to repair yard in the United States. it was 1943 before she was back in full commission when she joined the British Far East Fleet, first in the Indian Ocean and then in the Pacific. She was involved in a number of encounters with the Japanese, particularly the heavy raid on the Japanese base on Sumatra. When the war was over, she returned to the United Kingdom. After being paid off into reserve, she was broken up at Faslane in 1956. The destroyer to starboard of Illustrious is HMS Rapid.