The "VICTORY" was next destined to be the flagship of a squadron fitting for service in the North Sea, under Vice-Admiral Hyde Parker, who hoisted his flag in her on March 20th, 1781, at Portsmouth. On May 20th, she sailed for the Downs, with five other ships; but a few days after her arrival at that anchorage, Admiral Parker shifted his flag to the _Fortitude_, a 74, as being better adapted for cruising in the narrow seas to which he was bound, and the "VICTORY," returning to Spithead, hoisted the broad pendant of Commodore Elliott, and bore it for one cruise with the fleet, in which nothing of importance took place. In September of the same year, Rear-Admiral Kempenfelt, hoisted his flag as fourth Admiral of Channel fleet and cruised with it for two months; but in December he was detached in command of a squadron of 12 sail of the line and 5 frigates, to attempt to intercept M. de Guichen, who had sailed from Brest, with a convoy, carrying troops and laden with warlike stores intended for the Count de Grasse in the West Indies. Early on the 12th December, when 40 leagues west of Ushant, the look out frigate, _Tisiphone_, Captain James Saumarez, made the signal for an enemy's fleet, and boldly crowded all sail to close them. In a short time, when the day was fully broke, Kempenfelt found to his disgust, that the enemy was much stronger than he had been led to expect, as he could count 19 line of battle ships amongst the crowd of ships to leeward of him; he therefore decided to watch his opportunity before attacking; and, after sailing along with, and to windward of the French fleet for a few hours, his patience was rewarded by perceiving that the van and centre, with most of the men-of-war, were separated by a slight gap from the rear. He at once made a dash for the opening, and, while with the "VICTORY" and some others, he engaged the rear of the French centre, and prevented their returning to the rescue, his other vessels passed to leeward and captured the whole of that division of the convoy--15 ships--sinking four frigates that rashly, but most gallantly, endeavoured to protect them. As the wind was now fair for England, he formed his fleet round the prizes, and keeping up a running fire, carried the whole of the captured ships into Plymouth in the face of the enemy, and despite their utmost endeavours to prevent him. Kempenfelt then returned to Spithead with his squadron, of which he retained command till the month of March next year, when he struck his flag in the "VICTORY," and hoisted it on board the _Royal George_. In this ship he was unhappily drowned on the 29th August, on her capsizing at Spithead, when over 900 persons perished in a few minutes. The "VICTORY" was a witness of the melancholy catastrophe, and her boats saved many of the survivors.