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Fearless was the first purpose built LPD used by the Royal Navy. Built in Belfast at the Harland and Wolff yard, she was launched in 1963 before undergoing trials and commissioning in 1965.

Following commissioning, her first operational tasking was acting as a command platform for British Counter-Terrorism operations in Aden, operating Royal Air Force aircraft and the Irish Guards prior to the British withdrawal as Flag of a 25 platform task group. Following the Aden experiences, in 1968, she was the venue for talks between Harold Wilson and Ian Smith over the future of Rhodesia. The latter had unilaterally declared independence(UDI) from Britain due to Britain's insistence on the removal of white minority rule.

Fearless featured in the 1977 James Bond film The Spy Who Loved Me as the ship which picks up Bond's escape pod.

As one of the vessels committed to Operation Corporate, the 1982 Falklands War, Fearless, fitted with modern satellite communications equipment, hosted the staff of the amphibious force commander Commodore Amphibious Warfare (COMAW), Commodore Michael Clapp and Commanding Officer 3 Commando Brigade, Brigadier Julian Thompson and his staff, as well as elements of the landing force.

She was placed out of commission for three years in 1985 prior to a two year refit at Devonport, and recommissioning in 1991. During this refit her 1940's vintage 40mm Bofors cannons and 1960's vintage Sea Cat anti-aircraft missile launchers were replaced by 20 mm BMARC and Phalanx CIWS guns.

From 1991 until 1995 she supported the sea training phase of initial officer training, undertaken at Britannia Royal Naval College, as part of the Dartmouth Training Squadron.

She was due to undertake an operation in the Gulf but that was handed to HMS Ocean in 2000. Her last major duty was to take part in amphibious exercises shortly before decommissioning.