MV Menestheus was a Blue Funnel Liner launched in 1929. She was requisitioned by the Royal Navy for conversion to the auxiliary minelayerHMS Menestheus. She joined the 1st Minelaying Squadron based at Kyle of Lochalsh (port ZA) laying mines for the World War IINorthern Barrage. When minelaying was completed in October 1943, she was retained for conversion to an amenities ship as part of a mobile naval base for British Pacific Fleet warships. She underwent further conversion at Vancouver in 1944 including installation of a movie theater and canteen staffed by mercantile crews of the Royal Fleet Auxiliary service. Conversion included a brewery to make beer for shipboard consumption. The ship had been painted grey for service in the North Atlantic, but was repainted white for service in the western Pacific. Conversion was incomplete when hostilities with Japan ended, and she was returned to Blue Funnel Line in 1946.