The HMS Surprise was of the Hebe Class of the Royal Navy and a 38-gun frigate. However, all of the Fifth Rate frigates were re-classed as 46-gunfrigates in February 1817 because cannonades on the quarter deck and forecastle were to also be included in the rating. The Surprise had 284 officers and ratings and primarily 28 eighteen-pounder guns on her upper deck. She also had 8 nine-pounder guns and 6 32-pounder cannonades on her quarter back. On her forecastle she had 2 nine-pounder guns and 2 more 32-pounder cannonades.

She was ordered for construction on April 10, 1809 and the keel was placed at Milford Dockyard in Pembrokeshire on January 1810. On July 25, 1812, she was launched and moved to Plymouth Dockyard to complete a few finishing touches. On August 9 and December 1 of 1812, the fitting out took place and she was officially commissioned in September 12. The Captain of the HMS Surprise was Captain Sir Thomas John Cochrane. She set sail for the West Indies on December 19, 1812. Her gun deck measured 150 feet and 4 inches and the breadth was 40 feet and a half inch. The depth was 12 feet 9 inches and her total weight was 1,072 tons.

The Surprise initially served on the Leeward Islands, which is where she captured the Decatur, an American 12-gun privateer, on January 16, 1813. Starting from June 1814, she was under command of Captain George Knight and was present during the bombardment of Fort McHenry on September 1814. On either August or September 1814, the Surprise paid off out of commission into Ordinary and by 1822 she was abridged to a hulk at Milford. However, she was refitted at Plymouth and made into a convict hulk and was stationed at Cork. She remained at Cork until she was sold for 2, 010 pounds in 1837.