After Tenebris Dominion lost to the Novus Initium Republic after a surprise attack on the Republic Capital of Luminaire along with the unauthorized assassination of Armani Draco, the Dominion's head-of-state, many of the Mammoth-Class Dreadnoughts found their way into the hands of the Novus Initium Republic. After studying the Portal Drives and solar particle generators on board, this technology would be upgraded and miniaturized for use on the Enforcer Battleships but would also find their way into being incorporated on the Paladin Battleship. However, while the Enforcer was designed to have room for such technology, the Paladin did not and required a refit of its entire drive section to make use of the technology. This allowed Horribilis Industries to implement other changes they felt were needed in the changing times of combat.

The most obvious change to the Paladin was the drive section which was extended to house the Portal Drive and two solar particle generators to help power it, increasing the total length 1718 meters long. Increasing the size also allowed more weapons to be installed. The Paladin II Battleship is now equipped with 20 dual large beam laser cannons for anti-battleship and anti-installation combat. The battleship's refit also see the vessel sporting 72 medium dual beam laser cannons for use against cruisers and later battlecruisers. The biggest change to the offensive firepower of the Paladin II is the removal of the vessel's primary weapon: The Dual Giga Beam Laser Cannon. This was caused by the shift in combat mentality among the Republic's Admiralty after the encounter with the Draco Federation and the Tenebris Dominion who were utilizing fighter craft both manned and unmanned. In an effort to prepare for such combat in the future should it occur, the front housing where the primary weapon was held was replaced with a drone hangar bay to field a new line of combat drones of Republic design. The hangar bays were also redesigned to house both shuttles and drones, doubling the number of bays on the sides. Four additional bays were included in the new drive section. This makes the Paladin II a power laser weapon platform and drone carrier hybrid.

Conversion of all existing Paladins to the Mark II refit occurred during the two week period between the Dominion's attack on the Republic and the foundation of the Federation. Like most vessels, the Paladin II Battleships were repainted to the new Federation scheme. Most Paladin II Battleships, like most ships, are seen in the state they were built in unless on patrol.

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