H.M.S. Penelope was a light cruiser operating in the Mediterranean during World War II. In September 1943, the Allies made their third and main landing in Italy at Salerno Beach, some 34 miles south east of Naples. H.M.S. Penelope was then anchored at Malta, but was ordered into battle on 13th September when the Allied forces encountered fierce German resistance and were driven back to the beaches. Her guns pounded the German tanks in a massive and furious battle that lasted for two weeks. Penelope was again called up to provide covering fire when the Allies established a beachhead at Littoria. Under fierce Luftwaffe attack, she retired to Naples, but was back in the fray early in February 1944, when the Allies fought to establish their bridgehead at Anzio. On 18th February, Penelope was protecting a convoy on the Naples-Anzio run when she was torpedoed and sunk by a German U-boat.