PopTop Software was founded in 1993 by Phil Steinmeyer. Located near St. Louis, Missouri, the studio became known for developing the Railroad Tycoon and Tropico series. In 2000, with the acquisition of Gathering of Developers by Take-Two Interactive Software, the studio also became a subsidiary of Take-Two Interactive.

In 2004, Gathering of Developers was closed, due to poor management. PopTop Software continued to operate as a subsidiary of Take-Two Interactive Software. The studio's final game was Shattered Union. Published by the recently founded studio 2K Games (subsidiary of Take-Two Interactive Software), the game was well received by critics. In 2006, the studio was shut down. All employees were transferred to the Firaxis Games studio.