Constructed by the Western Pipe and Steel Company of San Francisco, this Bayfield-class attack transport was launched on December 29, 1942, as the SS Sea Needle and retrofitted at the Brooklyn Naval Shipyard in New York for service as an attack transport, relief command, and primary casualty ship. Commissioned on December 7, 1943, as APA-38, it was named in honor of the citizens of Chilton County for being the first county in the United States to meet its established quota during a 1943 War Bond drive. Powered by an 8,500-horsepower steam turbine with a displacement of 16,100 tons fully loaded, it served as an amphibious transport whose primary mission was to embark, move, and land troops against enemy opposition, and its crew adopted the motto, "Any Beach. Any Time." The crew included 51 officers, 524 enlisted men, and 1,500 combat Marines. During the Second World War in the Pacific Theater, it participated in operations at Ulithi, Leyte Gulf, Kerama Retto, and the invasion of Okinawa, served as the flagship for Transport Squadron 17 during the invasion of Okinawa, and suffered damage after being struck by enemy kamikaze aircraft during the battle for Kerama Retto, earning a Battle Star for meritorious service in the Pacific Theater of Operations. After the Second World War, it completed two Operation Magic Carpet cruises to return combat troops to the United States from overseas service, was used in June 1946 as a floating laboratory during atomic bomb testing on Bikini Atoll, took part in numerous humanitarian missions, served in the naval blockade of Cuba during the October 1962 Cuban Missile Crisis, and in May 1969 was assigned to the task force that assisted in recovering the Apollo 10 crew after their successful moon orbital mission. On July 1, 1972, after three decades of honorable and meritorious service to the people of the United States of America, the USS Chilton was decommissioned as a naval vessel.