HMS Victorious was the third Illustrious-class aircraft carrier after Illustrious and Formidable. Ordered under the 1936 Naval Programme, she was laid down at the Vickers-Armstrong shipyard at Newcastle upon Tyne in 1937 and launched two years later in 1939. Her commissioning was delayed until 1941 due to the greater need for escort vessels for service in the Battle of the Atlantic.

Her service in 1941 and 1942 included famous actions against the battleship Bismarck, several Arctic convoys, and Operation Pedestal. She was loaned to the United States Navy in 1943 and served in the south west Pacific as part of the Third Fleet. In 1944 Victorious contributed to several attacks on the Tirpitz. The elimination of the German naval threat allowed her redeployment first to the Eastern Fleet at Colombo and then to the Pacific for the final actions of the war against Japan.

After the war, her service was broken by periods in reserve and, between 1950 and 1958, the most complete reconstruction of any Royal Navy carrier. This involved the construction of new superstructure above the hangar deck level, a new angled flight deck, new boilers and the fitting of Type 984 radar and data links and heavy shipboard computers, able to track 50 targets and assess their priority for interrogation and interception. The reduction of Britain's naval commitment in 1967, the end of the Indonesia–Malaysia confrontation, and a fire while under refit, prompted her final withdrawal from service, three to five years early, and she was scrapped in 1969.

Victorious was one of two Illustrious-class aircraft carriers ordered from Vickers-Armstrong under the 1936 Construction Programme for the Royal Navy. The cost of the new carriers was estimated to be £2,395,000 each. Victorious was laid down at Vickers' Walker Naval Yard, Newcastle-upon-Tyne on 4 May 1937 as Admiralty Job Number J4035 and Yard number 11. Construction was slowed by the unavailability of armour plate, with Victorious launched on 14 September 1939, with Augusta Inskip, wife of Thomas Inskip, the Lord Chancellor, as sponsor. The carrier was commissioned at the shipyard on 29 March 1941, leaving Walker for Sea trials and passage to Rosyth dockyard on 16 April 1941.

The first task given to the newly commissioned aircraft carrier was to ferry Hawker Hurricane fighters to Malta. 48 crated Hurricanes were loaded aboard Victorious at Rosyth on 14 May 1941, and on 15 May she sailed for Scapa Flow to join Convoy WS 8B to the Middle East. Following the sortie of the German battleship Bismarck and cruiser Prinz Eugen, Victorious, despite not being worked up and having an understrength air wing (consisting of the nine biplane Fairey Swordfish torpedo bombers of 825 Naval Air Squadron and a flight of Fairey Fulmar fighters), was ordered to take part in the hunt for Bismarck and Prinz Eugen, sailing from Scapa Flow with the battleship King George V, the battlecruiser Repulse and 4 light cruisers on the evening of 22 May.

Late on 24 May 1941, Victorious launched nine of her Swordfishes, followed by three Fulmars to track the German battleship, with two more Fulmar later launched to relieve the first three Fulmars. The Swordfish, under the command of Eugene Esmonde, flew through foul weather and attacked Bismarck in the face of tremendous fire from anti-aircraft guns, scoring a hit to the 320 mm armoured belt with a torpedo. No aircraft were shot down during the attack, but two Fulmars ditched after they could not find the carrier in the dark because a rain squall had moved in and the carrier's homing beacon had failed. Victorious took no further part in the chase; aircraft from Ark Royal disabled Bismarck's steering gear, thus contributing to her sinking three days later. Esmonde received a DSO for his part in the action.

On 31 May 1941, Victorious set out in another attempt to deliver the Hurricanes, sailing with troop convoy WS 8X. On 4 June 1941 a Swordfish of 825 Squadron from Victorious spotted the German supply ship Gonzenheim north of the Azores. Gonzenheim had been intended to support the Bismarck but was subsequently scuttled when approached by the battleship Nelson and cruiser Neptune. On 5 June, Victorious was detached to Gibraltar, where the Hurricanes were uncrated by Victorious's crew, with 20 Hurricanes transferred to Ark Royal. The two carriers left Gibraltar on 13 June to carry out Operation Tracer to deliver the Hurricanes to Malta, with 47 aircraft being launched on 14 June from a position south of the Balearic Islands. 43 Hurricanes landed safely on Malta. Victorious returned to the naval base at Scapa Flow on 19 June with 63 captured crewmen from Gonzenheim.

Victorious embarked a new air wing in early July, consisting of the Fulmar-equipped 809 Naval Air Squadron (NAS) and two squadrons (827 NAS and 828 NAS) equipped with the Fairey Albacore torpedo bomber. To provide support to the Soviet Union following the Operation Barbarossa the German invasion of the Soviet Union, the carriers Victorious and Furious were ordered to conduct Operation EF (1941) attacks on the ports of Kirkenes and Petsamo in the far north of Norway and Finland respectively. On 26 July a task force including the two carriers set out from Seyðisfjörður in Iceland. For the first part of the operation, the task force escorted the minelayer Adventure, on passage to Arkhangelsk with a cargo including mines, before leaving Adventure on 30 July. On 31 July the carriers launched their airstrikes, with Victorious launching 20 Albacores escorted by 12 Fulmars against Kirkenes, while Furious launched nine Swordfish and nine Albacores escorted by 6 Fulmars against Petsamo (now Pechanga, Russia). The attack against Kirkenes encountered heavy air opposition, with 11 Albacores and 2 Fulmars being shot down, while the attack on Petsamo lost another Albacore and two Fulmars.