Chesapeake was a 38-gun wooden-hulled, three-masted heavy frigate of the United States Navy. She was one of the original six frigates whose construction was authorized by the Naval Act of 1794. Joshua Humphreys designed these frigates to be the young navy's capital ships. Chesapeake was originally designed as a 44-gun frigate, but construction delays, material shortages and budget problems caused builder Josiah Fox to alter his design to 38 guns. Launched at the Gosport Navy Yard on 2 December 1799, Chesapeake began her career during the Quasi-War with France and later saw service in the First Barbary War.

On 22 June 1807 she was fired upon by HMS Leopard of the Royal Navy for refusing to allow a search for deserters. The event, now known as the ChesapeakeLeopard affair, angered the American public and government and was a precipitating factor that led to the War of 1812. As a result of the affair, Chesapeake's commanding officer, James Barron, was court-martialed and the United States instituted the Embargo Act of 1807 against the United Kingdom.

Early in the War of 1812 she made one patrol and captured five British merchant ships. She was captured by HMS Shannon shortly after sailing from Boston, Massachusetts, on 1 June 1813. The Royal Navy took her into their service as HMS Chesapeake, where she served until she was broken up and her timbers sold in 1819. They gave form and structure to the Chesapeake Mill in Wickham, England.

James Lawrence (October 1, 1781 – June 4, 1813) was an officer of the United States Navy. During the War of 1812, he commanded USS Chesapeake in a single-ship action against HMS Shannon commanded by Philip Broke. He is probably best known today for his last words, "Don't give up the ship!", spoken during the capture of Chesapeake. The quotation is still a popular naval battle cry, and was invoked by Oliver Hazard Perry's personal battle flag, adopted to commemorate his dead friend.