HMS Rawalpindi was an armed merchant cruiser in the Royal Navy, launched in 1925. At the outbreak of World War II, it was tasked with patrolling the North Atlantic for German ships seeking to disrupt Allied maritime operations. On November 23, 1939, while conducting its patrol duties, the Rawalpindi encountered the German battleships Scharnhorst and Gneisenau. The German vessels were part of a powerful strike force deployed to assert dominance in the North Atlantic and disrupt British supply lines.

The encounter took place in the harsh and unforgiving waters of the North Atlantic. Despite being heavily outgunned and outmatched, Captain Edward W. M. Walker of the Rawalpindi made the decision to engage the enemy. The British cruiser opened fire but quickly found itself under severe attack by the German battleships. The Scharnhorst and Gneisenau unleashed a torrent of gunfire, with the Rawalpindi sustaining fatal damage within minutes of the engagement.

The bravery of the Rawalpindi's crew during this lopsided battle was notable, as they fought valiantly until the ship sank. Ultimately, around 238 crew members perished, while 38 survivors were rescued by the Germans. The sinking of HMS Rawalpindi highlighted both the risks faced by merchant and naval vessels during the war and the aggressive naval tactics employed by the German Kriegsmarine.