38 Studios, LLC was an American video game development studio and publisher based in Providence, Rhode Island. The company was founded in Maynard, Massachusetts, in 2006 as Green Monster Games by baseball player Curt Schilling. Schilling's goal was to create an original fantasy property, collaborating with writer R. A. Salvatore and artist Todd McFarlane on the fantasy setting of Amalur. From its inception, 38 Studios worked on a massively multiplayer online role-playing game known as Project Copernicus, intended as their main product upon which other Amalur properties would be based. The company continued to grow its staff during its lifetime, acquiring Big Huge Games as a subsidiary in 2009.

A Big Huge Games prototype was reworked into Kingdoms of Amalur: Reckoning (2012), a single-player RPG intended to introduce the Amalur setting. Also in development at 38 Studios was a tactical role-playing follow-up to Rise of Nations. 38 Studios relocated to Providence in exchange for a $75 million loan from the local government. A combination of factors led to 38 Studios declaring bankruptcy in June 2012 with debts totaling over $150 million. Handling of the Rhode Island loan prompted several legal cases, though none led to prosecutions. There was extensive media coverage surrounding the studio's final months, the canceled Project Copernicus, and its impact on former employees.

The concept for 38 Studios was created by Curt Schilling, a professional baseball player who in private life was an avid gamer. He attributed his wish to create a game of his own to disliking the design of the massively multiplayer online role-playing game (MMORPG) EverQuest II (2004). Talking about his frustrations with people he knew at Sony Online Entertainment, he began discussing the possibility of founding his own game studio. Schilling wanted to gather high-profile game developers for his venture, with it later being compared to gathering a "super star" group. Later staff noted that Schilling's celebrity status and persuasion techniques brought many notable staff on board early on. The studio formation was announced on September 8, 2006. Originally called Green Monster Games, it was based at 5 Clock Tower in Maynard, Massachusetts. Schilling was chairman, while Schilling's uncle by marriage Bill Thomas was president and chief operating officer. Among its hires between 2006 and 2008 were industry veteran Brett Close as chief executive officer (CEO), former Electronic Arts staff member Jon Laff as chief technology officer (CTO), and EverQuest lead designer Travis McGeathy. In 2007, the company was renamed to 38 Studios (Schilling's uniform number), with the stated aim being to give a "more accurate reflection" of its goals. By 2008, 38 Studios was terming itself as an "entertainment company" with project goals beyond video game development. In October of that year, the company acquired Azeroth Advisor, a dedicated newsletter platform for World of Warcraft. Close described the acquisition as a means for both companies to prosper within the same genre space.

Schilling wanted to develop a large-scale title in the MMORPG genre, wanting a market competitor to World of Warcraft. He later noted that it might have been easier to design in another genre. This game, which was known as Project Copernicus, was based in the new fantasy world of Amalur. To create Amalur, Schilling brought in two well-known creators; fantasy author R. A. Salvatore who created the lore and ten millennia of backstory, and comic book artist Todd McFarlane to handle its artistic direction. The world and lore of Amalur would be the basis for a multimedia franchise, with Schilling comparing it to a modern-day Lord of the Rings. Project Copernicus was initially scheduled for a 2011 release, with 38 Studios projecting annual profits of over $100 million from its revenue. 38 Studio's ambition was noted in 2009 in light of competition in the MMO market, and its high amount of spending without a single release. The studio's actions drew attention from the wider video game industry and media, with veteran Jason Booth noting that ambition was a requirement for success in the industry. Schilling tried to minimize his direct involvement with production, leaving that to other staff members from within the industry.

In May 2009, 38 Studios acquired developer Big Huge Games as a subsidiary. Originally owned by THQ, Big Huge Games were known for their work on Rise of Nations (2003). The studio had been developing a game prototype since 2007 but were faced with closure before the buyout due to production and financial difficulties. Under 38 Studios, the prototype was repurposed into a single-player RPG that would introduce the Amalur universe; McFarlane and Salvatore oversaw the project, but the team were otherwise given creative freedom. Originally dubbed "Mercury", the game was eventually titled Kingdoms of Amalur: Reckoning. 38 Studios acted as co-publisher with Electronic Arts under the EA Partners program, with Electronic Arts contributing most of its development budget. In August, Close left 38 Studios, with former SVP of Business Development Jennifer MacLean taking over his position.

Also in production at Big Huge Games during the period was a game dubbed Rise of Nations: Tactics. Being developed for iOS using the Unity game engine, the project was led by staff member Stuart Jeff based on his love of tactical role-playing games. He wanted to use the Rise of Nations assets and world to create a more tactical title. The game was described as "roughly" complete by early 2011, and Jeff had hoped to make it cross-playable across more platforms. Staff at 38 Studios took on the project later, but the project was shelved in early 2012 so work could focus on Project Copernicus. Similarly in 2010, 38 Studios closed down the Azaroth Advisor service to focus on Project Copernicus.

Due to uncertainty surrounding the market and the studio's goals, local venture capital firms declined to invest. Funding instead came from Schilling's personal fortune and smaller private donations from industry people such as Doug Macrae. Some potential investors were turned down by Schilling as he felt they did not value the studio's goals. An anonymous employee stated that while the company required a lot of money, these generally went to development tools and salaries. In July 2010, Schilling successfully negotiated a financial agreement with the state of Rhode Island; in exchange to moving to new premises in the state, the state would provide a loan to fund its projects. Schilling's pitch was to establish a new video game industry based in Rhode Island.

The loan was negotiated with the state's Economic Development Corporation (EDC), being granted to 38 Studios as bonds; the loan's amount, $75 million, was given by Schilling as the lowest possible to allow for relocation and continued development. Both EDC staff and politicians following the process were concerned about the risks associated with such a large loan. There was general controversy due to Rhode Island's low finances, and the risky nature of the venture. A vocal opponent of the loan was Lincoln Chafee, who later became state governor. The loan agreement was completed in November 2010, and the company had successfully moved its offices to One Empire Plaza in Providence, Rhode Island by April 2011, meeting agreed move times and job creation targets ahead of schedule. The studio was also developing Helios, a platform for integrating multiplayer and social media. Operating expenses for the studio totaled $118 million between 2006 and 2011. By 2012, the studio had three subsidiaries; Big Huge Games, Mercury Project, and Precision Jobs, and around 400 employees.