The Athena was named as such to commemorate the Athena lost at Midway. Laid down in 1942, the Athena was to be the biggest ship ever built by Atlantis. The hull itself was 1019 x 130 feet. The Athena was huge. Working with the previously completed carriers showed the need for as large an air wing as possible. The other thing that had come to light with the large amounts of aircraft to be moved around, required lots of space and elevators/lifts that did not impinge on the flight deck. As with other ships of its time it was fitted with 5" automatic guns, for the Athena these were mounted in singles. The new 51mm/2" auto-cannon was also fitted to the Athena. This required a lot of radar control gear to search, find and target enemy units, be they surface or air targets. With two full height hangar decks the Athena could fit over 100 aircraft internally and if using the American 'deck park' system could have 130 aircraft aboard. Being such a large ship the machinery to move it was also rather large, 200,000shp through 4 shafts for 32 knots. As the commanding Atlantean Admiral said "She is a beauty!".
The Athena having been completed in 1945 was virtually unused and received no damage during its WW2 service. In the ten years between 1945 and 1955, a whole revolution of parts for aircraft carriers came to pass. Angled decks being the most visible, with mirror deck landing equipment and myriads of other aids and detection gear being dreamed up and fitted. Athena had had some but not all of these parts fitted through to being docked in 1957 for a three year refit to bring the ship right up to date. This included a new outfit of aircraft aboard as well. With brand new Buccaneer, Sea Vixen, Tracker and Wessex aboard. In 1964, four Hawkeye are added to the complement.
As larger aircraft were produced, the height of Athena's hangar decks came into question. Some of the new aircraft would just not fit. Atlantis had made a heavy investment in the BAC TSR-2, some of which were earmarked for use on the Athena to replace the early Buccaneer models. Atlantis wanted a supersonic strike aircraft on their carrier. This would be matched with the supersonic Hawker Sea Hurricane (P1125).
Billions would have to be spent to modify Athena to be able to carry these aircraft. The decision was made to keep Athena as it was through to 1980-85 (depending on structural integrity), when it would be decommissioned.
Two new aircraft carriers would need to be built to handle the new aircraft. Laid down in 1965 for completion 1970.