HMS Queen Elizabeth

The existing 22,000 ton Invincible class carriers were designed for Cold War anti-submarine warfare as part of combined NATO fleet operations and were too small to carry a very large STOVL wing of aircraft. However, the 1982 Falklands War demonstrated the need for the UK to maintain aircraft carriers to support its own foreign policy apart from NATO.

Since that time the Invincible class ships have operated in a more traditional aircraft carrier role of power projection. As a result the Royal Air Force's Harrier GR7s have been routinely deployed on the carriers which were modified to carry more aircraft and ammunition. Despite the shortcomings of the Invincible class in this role, it wasn't until 1994 that official studies into the replacement of the ships began.

In May 1997, the Labour government launched a Strategic Defence Review (SDR) to evaluate every weapon system outside the Eurofighter Typhoon and the Vanguard ballistic missile submarines. The report was published in July 1998 and concluded that new aircraft carriers could offer the UK all of the following:

1 - The ability to operate offensive aircraft abroad when foreign basing were either not available or had been denied.
2 - Immediate access to the battle space, where traditional air force basing would require significant logistics and time.
3 - More effect amd efficient deterent when deployed to a trouble spot.

This 1988 SDR concluded: that "the emphasis is now on increased offensive air power, and an ability to operate the largest possible range of aircraft in the widest possible range of roles. When the current carrier force reaches the end of its planned life, we plan to replace it with two larger vessels. Work will now begin to refine our requirements but present thinking suggests that they might be of the order of 30,000–40,000 tonnes and capable of deploying up to 50 aircraft, including helicopters."

In January 1999 six companies were invited to bid on the assessment phase of the project; Boeing, British Aerospace, Lockheed Martin, Marconi Electronic Systems, Raytheon and Thomson-CSF. In November 1999 the detailed assessment studieswas awarded to two consortia, one led by BAE Systems (British Aerospace) and one led by Thales Group (Thomson-CSF). The contract required up to six designs from each for airgroups of 30 to 40 Future Joint Combat Aircraft (FJCA), and split into phases; The first £5.9 million phase was for design assessment for part of the aircraft selection, the second £23.5 million phase involved risk reduction on the preferred carrier design option

In January 2001 the UK signed a Memorandum of Understanding with the U.S. Department of Defense for full participation in the Joint Strike Fighter programme, confirming the JSF as the FJCA. This gave the UK input into aircraft design and selection between the Lockheed X-35 and Boeing X-32. In October 2001 the US Department of Defense announced that Lockheed Martin had won the JSF contract.

In September 2002 it was announced that the Royal Navy would operate the STOVL F-35B variant. It was also announced that the carriers would be large, conventional carriers, initially adapted for STOVL operations. At the same time, the carriers would be designed for, to allow for catapults and arrestor wires. This made the carriers "future proof", allowing them to operate CATOBAR aircraft later if required.

In January 2003 the UK Defence Secretary announced that the Thales Group design had won the competition but that BAE Systems would operate as prime contractor.

As a result, the vessels will displace approximately 65,000 tonnes each, over three times the displacement of the current Invincible class. The vessels will be the largest warships ever built in the UK and the most capable aircraft carriers outside of the U.S. Navy super-carriers.

The carriers will feature two small island structures, one devoted to ship navigation, and the other to air operations. This allows for optimal navigation forward (as on the French, Charles De Gaulle), while air operations are conducted abaft (as on the US Nimitz class). Two deck lifts will be used, both on the starboard side.

The carriers will carry 40 fixed wing and rotary aircraft. This will consist of 36 F-35B strike fighters as well as helicopters or V-22 Osprey aircraft. The UK Defence Equipment and Support Organisation COO stated in January 2008 that the carriers will initially operate Harrier GR9s because there will not be enough fully prepared, trained and equipped F-35s in 2014.

In March 2008 Contracts for 80,000 tonnes of steel were awarded for the vessels, with an estimated value of £65 million with £8 million worth of contracts for other equipment to be used in the ships. In April 2008 contracts for the lifts, or elevators for the ships were awarded. In October 2008, contracts for the gas turbines for the gas turbines and other power and propulsion portions of the vessels were awarded.

In late December 2008, it was announced that initial construction on early steel had begun, with a projected initial delivery of the Queen Elizabeth in 2014-2015, followed by the Prince of Wales in 2016-2017.