HMS Cleopatra was a 32-gun Amazon-class fifth-rate frigate of the Royal Navy. She had a long career, seeing service during the Fourth Anglo-Dutch War, and the French Revolutionary and Napoleonic Wars. During the latter wars she fought two notable engagements with larger French opponents. In the first engagement she was forced to surrender, but succeeded in damaging the French ship so badly that she was captured several days later, while Cleopatra was retaken. In the second she forced the surrender of a 40-gun frigate. After serving under several notable commanders she was broken up towards the end of the Napoleonic Wars.

Hilhouse was a shipbuilder in Bristol, England, who built merchantman and men-of-war during the 18th and 19th centuries. The company subsequently became Charles Hill & Sons in 1845.