The Valentine Scorpion III was a mine-clearing flail tank based on the Matilda Scorpion I, which had been developed in the Middle East.
The idea of using flails to clear mines was originally developed by Major du Toit, a South African. He was sent to Britain to work on the idea, and his project eventually produced the Baron mine-clearing tank, based on the A12 Matilda II. At the same time a simpler flail system was developed independently in the Middle East, as the Matilda Scorpion I. Some of these saw action at El Alamein, where they performed quite well.
As a result the Scorpion was ordered into production in Britain, but in a form that would fit on the Valentine. The first prototype was ready in April 1943 but in early tests a three-man crew was killed by the sympathetic detonation of a mine below their tank. As a result the second prototype got a thicker armoured floor. This proved to be effective after a similar accident and the Scorpion III entered production.
The Valentine Scorpion was built on the chassis of the Valentine II or Valentine III. The turret was removed and an armoured box installed. This carried two Ford V-8 engines that powered the rotor that carried the flails. The rotor was connected to the chassis by fixed army (the Baron had used moveable arms, which greatly added to its complexity).
A total of 150 Valentine Scorpions were produced. By the time they were ready for use the Sherman Crab had appeared, and so the Valentine Scorpion was only used in training.