Just days before the outbreak of the Second World War, the Kriegsmarine (German Navy) sent two pocket battleships into the Atlantic Ocean. The pocket battleships Admiral Graf Spee and Deutschland steamed quickly, with their support vessels, to their predesignated war stations to conduct operations as surface raiders. In Britain, as the clouds of war rapidly approached, the Royal Navy began to requisition ships from civilian companies such as Cunard and White Star. These ships were converted for use, in war time roles, as Armed Merchant Cruisers (AMC).
    Armed merchant cruisers were desperately needed in the Royal Navy. Prewar studies had shown that the U.K. would need at least 70 modern cruisers to protect all the trade routes around the world and secure the flow of goods to the British Isles. The Royal Navy had about 65 cruisers of all types in 1939. But many of these were of the C and D classes of outdated World War I design. At the start of hostilities, in September 1939, the Royal Navy requisitioned 50 merchant ships. The ships were mostly liners and passenger cargo ships. These ships were converted to Armed Merchant Cruisers. The ships were armed with seven to eight pre-World War I six-inch naval guns that were considered antiquated compared to modern naval guns.
    One such ship the Admiralty requisitioned was the Rawalpindi. The ship was one of a class of four 16,000 ton-passenger ships built by Harland & Wolf shipbuilding yard in Belfast. Launched on 26 March 1925, Rawalpindi began her sailing days with P&O’s Line on the Britain to India route, via the Mediterranean and Suez Canal. The ship was named for, what is now, the fourth largest city in Pakistan. After an uneventful fourteen years of service, on 24 August 1939, the Rawalpindi was formally requisitioned by the Admiralty for use as an AMC. A week later as the passenger liner began to be fitted out for war service, Germany invaded Poland.
    During her refit, the Rawalpindi was placed under the command of Captain Edward C. Kennedy, RN. A veteran Royal Navy officer, he was 60 years old and retired when he was recalled to active duty. His crew of 302 were mostly Rawalpindi’s civilian crew who were part of the Royal Navy Reserve. A few full-time members of the Royal Navy were also embarked.
     The Rawalpindi was armed with eight 6-inch guns built in 1900 and two 3-inch gun mounts. Most of her crew saw service in the First World War. The ship's outside appearance and her interior were altered to make her fit for wartime service. The passenger liner’s aft funnel was removed, as were most of the civilian luxuries, leaving a bare bones passenger liner. By mid-September HMS Rawalpindi was out of the yard as an AMC. She then sailed for the Royal Navy Base at Scapa Flow to begin conducting patrols in the Atlantic that would last three weeks at a time.
    HMS Rawalpindi began her first patrol in late September. The confusion caused by the action of both surface units and submarines of the Kriegsmarine was apparent. Some merchant ships were being sunk as far east as the Indian Ocean. Rawalpindi’s task was to report back to Home Fleet Headquarters about the movement of German surface raiders trying to break into the Atlantic. During this period, British Intelligence was in the dark about how many surface raiders there were, or the identity of the ships involved. Reports from vessels of neutral countries that encountered a German pocket battleship in the South Atlantic incorrectly believed that the pocket battleship was the Admiral Scheer or Deutschland, rather than the Admiral Graf Spee. As more merchant ships were sunk in the South Atlantic, the continuing confusion of which ship, or how many ships were actually out there, began to make the search for the German raiders much more difficult, and would stretch the Royal Navy’s resources to the limit.
    During Rawalpindi’s second Northern Patrol, the AMC intercepted the German merchant freighter Gonzenheim in the North Atlantic on 19 October, but as the boarding party moved toward the freighter, she was scuttled by her own crew rather than be claimed as a war prize. HMS Rawalpindi then headed back to port to intern the captured crew of Gonzenheim as prisoners of war. In early November 1939, Captain Kennedy received orders to sail to the south east of Iceland to begin the third Northern Patrol for HMS Rawalpindi.
    Also in early November, Grand Admiral Erich Räder, the chief of the German Navy, noting the effects of both pocket battleships on Royal Navy’s operations, ordered Vice-Admiral Wilhelm Marshall, on 13 November, to sail for a position south east of Iceland with the Kriegsmarine's two most modern “battleships” - the sister ships Scharnhorst and Gneisenau. His orders were to maintain pressure on the Royal Navy, distract it from pursuing the pocket battleship Admiral Graf Spee in the south Atlantic, and to engage targets as they presented themselves.
    The Scharnhorst and Gneisenau were classified by the German Navy as battleships. In fact the Royal Navy viewed them as "battle cruisers" because their main gun battery was of 11-inch caliber only. These ships were launched in 1936. Although these ships were to be 10,000 tons under the Treaty of Versailles, both ships were 38,000 tons fully loaded and armed with nine 11-inch guns as their main battery and twelve 5.9-inch guns as their secondary battery. With a speed of 32 knots and a crew of more than 1450 officers and sailors, they were, at the time, the most advanced battleships (battle cruisers) built by Germany.
    The Scharnhorst and Gneisenau headed north. After 36 hours sailing in appalling weather at 12 knots, they reached their Northern Patrol area of operations. With the weather masking their movements and with visibility less than a mile, Vice-Admiral Marshall, still being cautious, ordered both battleships to fly the Royal Navy’s White Ensign in a further attempt to deceive other ships. In late afternoon, on 23 November, lookouts onboard Scharnhorst spotted a ship. The ship’s Captain, Kurt-Caesar Hoffman, ordered an increase in speed to identify the ship and signaled Vice-Admiral Marshall, on Gneisenau, that he sighted a large steamer and continued to close on the ship, which Captain Hoffman identified as an Armed Merchant Cruiser.
    In the mean time, while Rawalpindi was heading eastwards, a forward lookout informed the bridge that an unknown ship had been sighted on the starboard quarter on the horizon. Captain Kennedy, on sighting the ship through his binoculars, came to the conclusion, that it was either an enemy battle cruiser or a Deutschland class pocket battleship. "Action Stations!" rang out and the Captain ordered the helm to port.
    On the Scharnhorst, Captain Hoffman treated the encounter as an unknown warship. He ordered a signal sent: “What Ship?” and with the range going down to four and one half miles, far too close for comfort, the battleship fired a warning shot across Rawalpindi's bow.
    Captain Kennedy received the signal and then sent the ship’s identification code to the German warship. He tried to lay a smokescreen but the chemical canisters used proved to be duds. He then ordered a small increase in speed and a course change to port. Captain Kennedy then ordered a distress signal to be sent to Home Fleet HQ stating that a German warship had intercepted Rawalpindi. He also mistakenly identified the lead German ship as the pocket battleship Deutschland.
    But time for HMS Rawalpindi had run out. Captain Kennedy knew the odds. A converted passenger liner with no armor and limited weapons against two battleships with heavy guns and armor piercing shells stood no chance. His ship, which could make 17 knots, at best, while his adversaries could almost double that, meant that his ship could not even run away from her German assailants. At that moment the Chief Engineer arrived on the bridge. After a quiet word, Kennedy shook the Chief's hand, and then said; "We'll fight them both, they'll sink us - and that will be that. Goodbye.” He then proceeded to clear the decks of Rawalpindi for action.
    Captain Kennedy ordered a second signal to be sent to Home Fleet HQ: “Under Attack By Deutschland.” At 1703 hrs, he ordered Rawalpindi’s gun batteries to open fire. The first salvo of 6-inch shells from the port guns burst harmlessly against Gneisenau while a second salvo missed Scharnhorst. The Scharnhorst replied only moments later and her second 11-inch salvo knocked out the merchant cruiser’s electrical system, leaving the ship in darkness and disabling the electrically-powered ammunition hoists.
    At 1706 hours the Scharnhorst’s fourth salvo struck the forward superstructure killing the Captain and most of the ship’s officers, and destroying the radio room. The Gneisenau was also now within range, and started to fire at Rawalpindi's port side, joining with her sister ship in tearing the Rawalpindi to pieces. The many fires onboard were now joining into one big fire from stem to stern. As a result, the ship’s water supply was out; the steering controls were destroyed, and the engines were finished. Rawalpindi began to sink with many of her gun crews either dead or severely wounded. The rest of her crew was abandoning ship by jumping into the freezing waters of the North Atlantic.
    While retrieving 27 sailors of the Rawalpindi from the freezing waters, Gneisenau lookouts spotted a warship on the northern horizon. It was the modern cruiser HMS Newcastle, the closest British warship to the battle. Vice-Admiral Marschall ordered both battleships to depart the area, heading west into the twilight. HMS Newcastle was then joined by the old cruiser HMS Delhi. Both knowing that they were outgunned, they shadowed the two German battleships, reporting back to the Admiralty.
    The battle between Rawalpindi, Scharnhorst and Gneisenau lasted for 40 minutes, showing the insanity of placing an Armed Merchant Cruiser alone against modern warships. She was a lookout without backup. What made Rawalpindi unique was the magnificent futility of her last stand in the finest tradition of the Royal Navy. Captain Kennedy had no option but to fight to the bitter end. Also the courage of her crew stands out. Captain Kennedy and his men did everything possible in the hope of keeping Scharnhorst and Gneisenau in the area so the Royal Navy’s heavy units could finish them. But due to no fault of theirs, that was not to be. Captain Kennedy’s actions were recognized by the Royal Navy, when he was awarded the Victoria Cross (posthumously). The actions of Rawalpindi's crew were above and beyond what was expected of them, and brought honor to both the Merchant Marine and the Royal Navy. Despite the British effort to intercept the German ships, both German battleships returned to Wilhelmshaven on the 27 November 1939.
    Rawalpindi’s magnificent last great act of defiance became the standard that those on AMC’s held for themselves. The AMC HMS Jervis Bay, while defending a convoy of 38 ships against the pocket battleship Admiral Scheer on 5 November 1940, met the same fate as Rawalpindi. Jervis Bay fought the pocket battleship, allowing all but five ships of her convoy to escape.
    During the Second World War, Britain and her Allies converted 57 civilian ships to Armed Merchant Cruisers (including HMAS Westralia, Manoora, and Kanimbla). They all served with honor. The price was 15 Armed Merchant Cruisers lost: three to German surface warships; one by shipboard fire; one to Japanese carrier aircraft; and 10 to U-boats. In the end, the remaining Armed Merchant Cruisers were converted to the more suitable role for ships of that size as troop transports.