Gift Horse (released in the United States as Glory at Sea) is a 1952 British black-and-white World War II drama film. It was produced by George Pitcher, directed by Compton Bennett, and stars Trevor Howard, Richard Attenborough, James Donald, and Sonny Tufts.

The film follows the story of the fictional ship HMS Ballantrae and her crew from the time they come together in 1940 until they go on a one-way mission to destroy a German-held dry dock in France. The final mission is based on HMS Campbeltown and the St Nazaire Raid.^[2] The title is a reference to the old proverb "Never look a gift horse in the mouth".

In the Second World War, the Royal Navy is desperately short of personnel. Court-martialled eight years before, Lieutenant Commander Fraser is brought out of retirement and put in command of the antiquated "four pipe" First World War-vintage ship HMS Ballantrae, formerly USS Whittier, one of the Town-class destroyers from the destroyers-for-bases deal. On her first mission, convoy escort duty, Ballantrae suffers a burst steam pipe and has to be left behind while repairs are effected.

Fraser's officers and crew resent his efforts to whip them into shape, but he eventually moulds them into an efficient fighting force, prior to being sent on Operation Boadicea, a daring suicide mission against a Nazi submarine base on the coast of France.

The real-life ship used in the film was HMS Leamington. Built in 1919 as the USS Twiggs, a Wickes-class destroyer, she was one of the last post-war survivors of the 50 elderly four-funnelled destroyers provided in 1940 by the USA as part of the "Destroyers for Bases Agreement": (also known as "The Fifty Ships that Saved the World"). She served on convoy duties, including as an escort for the ill-fated Convoy PQ 17. In 1943 she was transferred to the Royal Canadian Navy as HMCS Leamington. After a short period in reserve in 1944, she was one of seven sisters transferred to the Soviet Navy, and there became the Zguchij ("Firebrand"). Returned to the Royal Navy in 1950, the ship was listed for disposal in 1951, but before being broken up she was hired for the Gift Horse film. For the final scenes of the film, based on her sister-ship Campbeltown's daring St Nazaire Raid, her four funnels were reduced to two, and cut down at an angle to resemble the funnels of a German torpedo boat, just as Campbeltown's had been. She was finally broken up in December 1951.^[3]

The film was shot at Isleworth Studios in London with sets designed by the art director Edward Carrick.

The film performed poorly at the US box office, like most British war movies of this era.^[4] It earned the producer receipts of £152,287.^[5]