In 1942 eight new light cruisers (CL's) were commissioned, designed to be an improvement to the Brooklyn-Class cruiser. These were to be the new Cleveland-class cruiser. Ultimately 39 ships were  projected to be built, however only 27 were actually commissioned. Nine ships of the projected ships were converted to CVL's (small aircraft carriers) while under construction. (These 14,750 ton ships became the Independence class which had all the cruiser armament and superstructures removed, but retained the original cruiser machinery and basic hull.) In addition, three of the anticipated Clevelands were canceled before construction began.

The Cleveland-Class cruiser had twelve 6" / 47 guns in four triple turrets ( 2 forward, 2 aft ) and twelve 5" / 38 guns in twin mounts ( one each on the center line fore and aft and two each on either side of the ship ). As the war proceeded the Navy's planned 1.1" rapid fire AA machine guns were replaced with 20mm and 40mm AA guns. In addition to adding more AA weapons, AA fire control directors were added, and to improve the ability to engage crossing targets, AA guns were mounted on the bow and on the stern.

The Clevelands were mainly used in the Pacific during World War II, but some saw action in Europe and off the coast of Africa. All survived the war and were ultimately decommissioned by 1950, except for Manchester, which remained in service until 1956.

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Towards the end of World War II serious airborne threats appeared. The Germans deployed guided glider bombs that made it possible for a bomber to attack a ship without coming very close to it. The Japanese Kamikazes showed how much damage a guided missile could do if it hit a ship. It became evident well before 1950 that surface-to-air missiles would be the weapon of choice against such threats.

In the mid-1940's "Project Bumblebee", underway at the Applied Physics Lab (APL), was working to develop a ramjet-powered surface-to-air missile (SAM). The eventual outcome of this project produced the Terrier, Tarter and Talos missiles. Rear Adm. H. G. Bowen who headed the Navy's R & D recognized that new SAM's would require large ships to house the missiles and their guidance radars. Destroyers at that time were too small, and battleships were too large. Cruisers seemed to be the appropriate choice, especially in that there were a large number of them that were no longer needed for traditional cruiser missions.

Ultimately the Boston and Canberra, two Baltimore-class heavy cruisers were converted to CAG 1 and 2 respectively in 1952. Each ship had two Terrier launchers aft, retaining the original 8-inch gun turrets forward.

In addition, six of the retired Cleveland-class light cruisers were reactivated in the mid-50's and converted into missile ships, three as Galveston-class
( CLG-3, CLG-4, and CLG-5 ) and three as Providence-class ( CLG-6, CLG-7, and CLG-8 ). (See following chart.)

All three ships served into the 1970's. In the 1975 cruiser realignment, Little Rock and Oklahoma City were reclassified as Guided Missile Cruisers (new designation of "CG"). Two of the ships were stricken from the Naval Vessel Register in 1973 and 1979 (Galveston and Oklahoma City respectively), with the Little Rock being preserved as a museum.