Built as a B.2 XL164 was first flown from Radlett in May 1961. She was retained by HP for trials work, mostly on autopilots, operating from Boscombe Down in 1964/1964.
Due to enter service with the RAF, she was modified for Blue Steel carriage but then entered storage and was never to enter service as a bomber. In 1972 she was selected for conversion to a tanker and after HP went bankrupt, flown to Woodford for the conversion to K.2 standard. She then entered service with 57 Squadron at RAF Marham in 1977. She switched back and forth between 57 and 55 Squadron throughout her career.
In 1982 she saw action as one of the tankers used during the Falklands War, supporting Black Buck raids 2 and 6 and also carrying out maritime recce sorties from Ascension Island. She later saw service in the 1991 Gulf War, and gained nose art on her port nose as a result - "Saucy Sal".
Ending her days with 55 Squadron, she was retired in 1993 and was flown to RAF Brize Norton for ground instructional use. However, she was scrapped in August 1995. The nose section was quite badly damaged during the scrapping process, but was saved for the Gatwick Aviation Museum, and transported to Gatwick where she remained in open storage.
She was put up for sale in 2011 and moved on in 2013 - this time to the Bournemouth Aviation Museum. Whilst there, she's had some skin damaged patched and the lower nose section reattached.
I have flown in a Victor whilst stationed at RAF Marham in 1980-82.