The Dido class cruiser plays both the fictional Royal Navy ships HMS "Amesbury" and HMS "Stratford". As "Amesbury" she is sunk by the more powerful German raider "Essen", and as "Stratford" she triumphs at the end of the story. HMS "Cleopatra" herself had a distinguished war record, as she was Admiral Vian's flagship at the Second Battle of Sirte, when she was one of four light cruisers which beat off the Italian battleship "Littorio" and two powerful heavy cruisers in one of the best cruiser actions of the war. The film's battle sequences depict this light cruiser firing her guns and torpedoes in some detail.