Barking Dog Studios by Glenn Barnes, Peter Grant, Michael Gyori, Christopher Mair, Brian Thalken, and Sean Thompson. They had worked at developer Radical Entertainment until the company faced financial difficulties in the late 1990s. As the studio's partnership with Disney had faltered, it lost its ESPN license and was briefly in receivership. This prompted the formation of multiple companies by employees who left Radical Entertainment, including Black Box Games. The sextet established Barking Dog in May 1998. They sought a "non-corporate, non-pretentious" name during a brainstorming session and settled on one derived from the Barking Dog, a pub in California. The company formally began operating on 16 July 1998 after signing its first publishing contract.

The nascent studio worked with developer Relic Entertainment and publisher Sierra Studios on programming for the 1999 game Homeworld, and were shortly thereafter greenlit to develop an expansion pack, Homeworld: Cataclysm. During this time, Barking Dog moved into Relic's offices and had roughly twenty employees engaged in the game's development. Cataclysm was announced in February 2000 and released in September that year. When an updated version was released via the GOG.com platform in June 2017, its name was changed to Homeworld: Emergence because Blizzard Entertainment had since registered the "Cataclysm" trademark for World of Warcraft: Cataclysm.

Around 1999, Valve became interested in Counter-Strike, a mod co-created by Barking Dog employee Minh Le. As it became more deeply involved in the project, the company hired Barking Dog for the mod's "Beta 5" update. The studio developed roughly 90% of that update, which was released in December 1999. Le joined Valve shortly thereafter to continue Counter-Strike's development, and the finished game was released in November 2000. In the same month, Barking Dog was rumored to be developing a tactical first-person shooter, which Crave Entertainment announced as Global Operations in December that year. Global Operations was released in March 2002, co-published by Crave Entertainment and Electronic Arts. Barking Dog began developing a proprietary game engine, ARES, in January 2001 and subsequently commenced production on a real-time strategy game using the engine that June. When the engine was unveiled in April 2002, the company expected to announce the game at that year's E3. The game, announced as Treasure Planet: Battle at Procyon, was developed in tandem with Treasure Planet, the Disney film it is based on. Disney's games division, Disney Interactive, released the game in November 2002 shortly before the movie.

On 1 August 2002, Take-Two Interactive announced its acquisition of Barking Dog for US$3 million in cash and 242,450 shares of restricted common stock, an estimated $9 million total value. As part of the purchase, Barking Dog became part of Take-Two's Rockstar Games label as Rockstar Vancouver. Rockstar Canada, Rockstar Games's studio in Oakville, Ontario, was renamed Rockstar Toronto to avoid confusion between the two.