The opening days of the Second Romulan War in 2377 brought a growing problem to the attention of Starfleet Command. Large numbers of their Danube class Runabouts which were being used for troop transport and marine insertion duty were being ambushed and destroyed. Captains re-organized their runabouts into squadrons, but there they fared little better. Their more maneuverable, heavily armed Romulan counterparts overwhelmed them. By this time, Starfleet had lost a great many troops and was growing alarmed. They alerted their R&D group of the problem and told them to begin an upgrade which would improve maneuverability and add greater firepower to the craft.

The top secret development project, codenamed Devastator got underway in mid 2377. The design team started with the basic Danube class spaceframe and worked from there. The Type VIII Phaser Emitters and old micro torpedo launchers were replaced in favor of Type X Heavy Phaser Cannons and newer micro torpedo launchers installed in pods directly to the hull at dorsal and ventral locations.