It'll replace and reupholster seats, move the orchestra pit under the stage and repaint the auditorium.
UK's Biggest Ever Cruise Liner For Southampton
P&O Cruises has revealed it's building a huge new liner, to be based at Southampton - and it will be called Britannia.
The firm says it would be the largest cruise liner ever exclusively created for the UK market.
The 141,000-tonne vessel is due to sail on its maiden voyage in mid-March 2015 and will feature a number of innovations, including purpose-built single rooms with private balconies.
The Britannia name has been used by the company before, for a vessel built to mark Queen Victoria's Golden Jubilee in 1887.
P&O said that it could not yet say who would officially name the ship. But there is bound to be speculation that the Queen or another member of the royal family will be asked to take part in the ceremony.
P&O Cruises & Carnival UK chief executive officer David Dingle said:
"Britannia is a most fitting name for the newest addition to P&O Cruises. Britannia will capture both the contemporary spirit of P&O Cruises and the spirit of Britain today.''
To be built in Italy, Britannia will boost P&O Cruises capacity by 24%. With a length of 1,082 feet, it will carry over 3,600 passengers and at 141,000 tons will be 25,000 tons larger than P&O Cruises previous newest ship.
Mr Dingle said the ship would be the company's "greenest yet'', with a new hull form that will reduce unit fuel consumption by up to 20%.
Before the 1887 Britannia, on which the young Winston Churchill sailed, the company had a ship of a similar name which entered service in 1835.
The new 2015 version will sail on the Mediterranean, in northern Europe and, from time to time, on the North Atlantic. The vessel may also do Caribbean cruises during the British winter.
It's thought to have been taken in Southampton the day before she set sail in April 1912.
Blue Funnel Ferries confirmed a takeover this week of the struggling service across Southampton Water.
Firefighters say no-one has been hurt in a fire that started around midday on Empress Road. (Picture @MatthewRBroad)
Recently Played Tracks
Now playing: Non-stop hit music
Deposit £10 to get a £40 Welcome Bonus - That's £50 to play bingo, slots and more!*
Over 50 tracks to make you feel-good. New album out now...
Find your local four day weather report here.
What's happening on the roads where you are?
Make Heart the soundtrack to your day and you could be a winner with great prizes up for grabs throughout the day.
Find out more about some of the companies advertising on Heart.
Get some great ideas on how to advertise your business on radio, online and on mobile.